Prepared by MERRILL CORPORATION




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Exhibit 4.03    
  


STARGATE SOLUTIONS, INC.

1999 INCENTIVE STOCK PLAN  


1.  Objectives.  


The
Stargate Solutions, Inc. 1999 Incentive Stock Plan (the "Plan") is designed to attract and retain directors, executives and selected employees and consultants and reward them for making
major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan, thereby providing Participants with a proprietary
interest in the growth and performance of the Company. 


2.  Definitions.  


    As
used in this Plan, the following terms shall have the meanings set-forth below: 



	(a)
	"Board"—The Board of Directors of Company.



	(b)
	"California Securities Rules"—Chapter 3, Subchapter 2, Subarticle 4 of Article 4 of Title 10 of the Corporate
Securities Rules of the Commissioner of Corporations of the state of California (10 Cal Code Reg § 260.140.40 et seq.) as amended from time to time.



	(c)
	"Code"—The Internal Revenue Code of 1986, as amended from time to time.



	(d)
	"Committee"—The Executive Compensation Committee of Company's Board, or such other committee of the Board that is
designated by the Board to administer the Plan, composed of not less than two members of the Board none of whom are employees or officers, as contemplated by Rule 16b-3
("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The foregoing requirement shall not apply prior to the date of the first
registration of any of the securities of Company under section 12 of the Exchange Act.



	(e)
	"Company"—Stargate Solutions, Inc. and its subsidiaries, including subsidiaries of subsidiaries.



	(f)
	"Exchange Act"—The Securities Exchange Act of 1934, as amended from time to time.



	(g)
	"Fair Market Value"—The fair market value of Company's issued and outstanding Stock as determined in good faith by the
Board or Committee.



	(h)
	"Grant"—The grant of any form of stock option, stock award, or stock purchase offer, whether granted singly, in
combination or in tandem, to a Participant pursuant to such terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan.



	(i)
	"Grant Agreement"—An agreement between Company and a Participant that sets forth the terms, conditions and limitations
applicable to a Grant.



	(j)
	"Option"—Either an Incentive Stock Option, in accordance with Code section 422, or a Nonstatutory Option, to
purchase Company's Stock that may be awarded to a Participant under the Plan. A Participant who receives an award of an Option shall be referred to as an "Optionee ".



	(k)
	"Participant"—A director, officer, employee or consultant of Company to whom an Award has been made under the Plan.



	(l)
	"Restricted Stock Purchase Offer"—A Grant of the right to purchase a specified number of shares of Stock pursuant to a
written agreement issued under the Plan.



	(m)
	"Securities Act"—The Securities Act of 1933, as amended from time to time.



	(n)
	"Stock"—Authorized and issued or unissued shares of common stock of Company. 






 



	(o)
	"Stock Award"—A Grant made under the Plan in stock or denominated in units of stock for which the Participant is not
obligated to pay additional consideration. 




3.  Administration.  


The
Plan shall be administered by the Board, provided, however, that the Board may delegate such administration to the Committee. Subject to the provisions of the Plan, the Board and/or the Committee
shall have authority to 



	(a)
	grant,
in its discretion, Incentive Stock Options in accordance with Code section 422, or Nonstatutory Options, Stock Awards or Restricted Stock Purchase Offers;



	(b)
	determine
in good faith the fair market value of the Stock covered by any Grant;



	(c)
	determine
which eligible persons shall receive Grants and the number of shares, restrictions, terms and conditions to be included in such Grants;



	(d)
	construe
and interpret the Plan;



	(e)
	promulgate,
amend and rescind rules and regulations relating to its administration, and correct defects, omissions and inconsistencies in the Plan or any Grant;



	(f)
	consistent
with the Plan and with the consent of the Participant, as appropriate, amend any outstanding Grant or amend the exercise date or dates thereof;



	(g)
	determine
the duration and purpose of leaves of absence which may be granted to Participants without constituting termination of their employment for the purpose of the Plan or any
Grant; and



	(h)
	make
all other determinations necessary or advisable for the Plan's administration. The interpretation and construction by the Board of any provisions of the Plan or selection of
Participants shall be conclusive and final. 




No
member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Grant made thereunder. 


4.  Eligibility.  



(a)  General. The persons who shall be eligible to receive Grants shall be directors, officers and employees of Company and consultants
to Company. The term consultant shall mean any person, other than an employee, who is engaged by Company to render services and is compensated for such services. An Optionee may hold more than one
Option. Any issuance of a Grant to an officer or director of Company subsequent to the first registration of any of the securities of Company under section 12 of the Exchange Act shall comply
with the requirements of Rule 16b-3. 


(b)  Incentive Stock Options. Incentive Stock Options may only be issued to employees of Company. Incentive Stock Options may be granted
to officers or directors, provided they are also employees of Company. Payment of a director's fee shall not be sufficient to constitute employment by Company. Company shall not grant an Incentive
Stock Option under the Plan to any employee if such Grant would result in such employee holding the right to exercise for the first time in any one calendar year, under all Incentive Stock Options
granted under the Plan or any other plan maintained by Company, options with respect to shares of Stock having an aggregate fair market value, determined as of the date of the Option is granted, in
excess of $100,000. Should it be determined that an Incentive Stock Option granted under the Plan exceeds such maximum for any reason other than a failure in good faith to value the Stock subject to
such option, the excess portion of such option shall be considered a Nonstatutory Option. To the extent the employee holds two or more such Options which become exercisable for the first time in the 



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same calendar year, the foregoing limitation on the exercisability of such Option as Incentive Stock Options under the Federal tax laws shall be applied on the basis of the order in which the Options
are granted. If, for any reason, an entire Option does not qualify as an Incentive Stock Option by reason of exceeding such maximum, that Option shall be considered a Nonstatutory Option. 


(c)  Nonstatutory Option. The provisions of Section 4(b) shall not apply to any Option designated as a "Nonstatutory Option" or
which sets forth the intention of the parties that the Option be a Nonstatutory Option. 



(d)  Stock Awards and Restricted Stock Purchase Offers. The provisions of this Section 4 shall not apply to any Stock Award or
Restricted Stock Purchase Offer under the Plan. 




5.  Stock.  



	(a)
	Authorized Stock. Stock subject to Grants may be either unissued or reacquired Stock.



	(b)
	Number of Shares. Subject to adjustment as provided in
Section 6(i) [Recapitalization] of the Plan, the total number of shares of Stock which may be purchased or granted directly by Options, Stock Awards or Restricted
Stock Purchase Offers, or purchased indirectly through exercise of Options granted under the Plan shall not exceed one million nine hundred twenty thousand (1,920,000) Shares. If any Grant shall for
any reason terminate or expire, any shares allocated to that Grant but remaining unpurchased upon such expiration or termination shall again be available for Grants with respect thereto under the Plan
as though no Grant had previously occurred with respect to such shares. Any shares of Stock issued pursuant to a Grant and repurchased pursuant to the terms of the Grant shall be available for future
Grants as though not previously covered by a Grant.



	(c)
	Reservation of Shares. Company shall reserve and keep available at all times during the term of the Plan such number
of shares as shall be sufficient to satisfy the requirements of the Plan. If, after reasonable efforts, which efforts shall not include the registration of the Plan or Grants under the Securities Act,
Company is unable to obtain authority from any applicable regulatory body, which authorization is deemed necessary by legal counsel for Company for the lawful issuance of shares hereunder, Company
shall be relieved of any liability with respect to its failure to issue and sell the
shares for which such requisite authority was deemed necessary unless and until the authority is obtained.



	(d)
	Application of Funds. The proceeds received by Company from the sale of Stock pursuant to the exercise of Options or
rights under Stock Purchase Agreements will be used for general corporate purposes.



	(e)
	No Obligation to Exercise. The issuance of a Grant shall impose no obligation upon the Participant to exercise any
rights under such Grant. 




6.  Terms and Conditions of Options.  


Options
granted hereunder shall be evidenced by agreements between Company and the respective Optionees, in such form and substance as the Board or Committee shall from time to time approve. The form
of Incentive Stock Option Agreement attached hereto as Exhibit A and the three forms of a Nonstatutory Stock Option Agreement for employees, for directors and for consultants, attached hereto
as Exhibits B, C, and D, respectively, shall be deemed to be approved by the Board. Option agreements need not be identical, and in each case may include such provisions as the Board or Committee may
determine, but all such agreements shall be subject to and limited by the following terms and conditions: 



	(a)
	Number of Shares. Each Option shall state the number of shares to which it pertains. 



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	(b)
	Exercise Price. Each Option shall state the exercise price, which shall be determined as follows: 




     (i) Any
Option granted to a person who at the time the Option is granted owns (or is deemed to own pursuant to Code section 424(d)) stock possessing more than
ten percent (10%) of the total combined voting power or value of all classes of stock of Company ("Ten Percent Holder"), shall have an exercise price of no less than one hundred ten percent (110%) of
the Fair Market Value of the Stock as of the date of grant; and 


    (ii) Incentive
Stock Options granted to a person who at the time the Option is granted is not a Ten Percent Holder shall have an exercise price of no less than one
hundred percent (100%) of the Fair Market Value of the Stock as of the date of grant. 


    (iii) Nonstatutory
Options granted to a person who at the time the Option is granted is not a Ten Percent Holder shall have an exercise price of no less than
eighty-five percent (85%) of the Fair Market Value of the Stock as of the date of grant. 


For
the purposes of this Section 6(b), the Fair Market Value shall be as determined by the Board in good faith, which determination shall be conclusive and binding; provided however, that if
there is a public market for the Stock, the Fair Market Value per share shall be the average of the bid and asked prices (or the closing price if the stock is listed on the NASDAQ National Market
System or Small Cap Issue Market) on the date of grant of the Option, or if listed on a stock exchange, the closing price on such exchange on the date of grant. 



	(c)
	Medium and Time of Payment. The exercise price shall become immediately due upon exercise of the Option and shall be
paid in cash or check made payable to Company. Should Company s outstanding Stock be registered under Section 12(g) of the Exchange Act at the time the Option is exercised, then the exercise
price may also be paid as follows:



	(i)
	in
shares of Stock held by the Optionee for the requisite period necessary to avoid a charge to Company's earnings for financial reporting purposes
and valued at Fair Market Value on the exercise date, or



	(ii)
	through
a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written instructions
(a) to a Company designated brokerage firm to effect the immediate sale of the purchased shares and remit to Company, out of the sale proceeds available on the settlement date, sufficient funds
to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by Company by reason of such
purchase, and (b) to Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. 








At
the discretion of the Board, exercisable either at the time of Option grant or of Option exercise, the exercise price may also be paid (i) by Optionee's delivery of a promissory note in form
and substance satisfactory to Company and permissible under the California Securities Rules and bearing interest at a rate determined by the Board in its sole discretion, but in no event less than the
minimum rate of interest required to avoid the imputation of compensation income to the Optionee under the Federal tax laws, or (ii) in such other form of consideration permitted by the
California Corporations Code as may be acceptable to the Board. 



	(d)
	Term and Exercise of Options. Any Option granted to an employee of Company shall become exercisable over a period of
no longer than 5 years, and no less than twenty percent (20%) of the shares covered thereby shall become exercisable annually. No Option shall be exercisable, 



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in
whole or in part, prior to 1 year from the date it is granted unless the Board shall specifically determine otherwise, as provided herein. In no event shall any Option be exercisable after
the expiration of ten years from the date it is granted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by its terms, be exercisable after the expiration of five years from the
date of the Option. Unless otherwise specified by the Board or the Committee in the resolution authorizing such Option, the date of grant of an Option shall be deemed to be the date upon which the
Board or the Committee authorizes the granting of the Option. 






Each
Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective Option agreements may provide. During the lifetime of an Optionee, the Option shall be
exercisable only by the Optionee and shall not be assignable or transferable by the Optionee, and no other person shall acquire any rights therein. To the extent not exercised, installments (if more
than one) shall accumulate, but shall be exercisable, in whole or in part, only during the period for exercise as stated in the Option agreement, whether or not other installments are then
exercisable. 



	(e)
	Termination of Status as Employee, Consultant or Director. If Optionee's status as an employee shall terminate for any
reason other than Optionee's disability or death, then Optionee (or if the Optionee shall die after such termination, but prior to exercise, Optionee's personal representative or the person entitled
to succeed to the Option) shall have the right to exercise the portions of any of Optionee's Incentive Stock Options which were exercisable as of the date of such termination, in whole or in part, not
less than 30 days nor more than 90 days after such termination (or, in the event of "termination for cause" as that term is defined in California Labor Code section 2922 and case
law related thereto, or by the terms of the Plan or the Option Agreement or an employment agreement, the Option shall automatically terminate as of the termination of employment as to all shares
covered by the Option). 





With
respect to Nonstatutory Options granted to employees, directors or consultants, the Board may specify such period for exercise, not less than 30 days (except that in the case of
"termination for cause" or removal of a director pursuant to California Corporations Code section 302 or 304, the Option shall automatically terminate as of the termination of employment or
services as to shares covered by the Option), following termination of employment or services as the Board deems reasonable and appropriate. The Option may be exercised only with respect to
installments that the Optionee could have exercised at the date of termination of employment or services. Nothing contained herein or in any Option granted pursuant hereto shall be construed to affect
or restrict in any way the right of Company to terminate the employment or services of an Optionee with or without cause. 



	(f)
	Disability of Optionee. If an Optionee is disabled (within the meaning of Code section 22(e)(3)) at the time
of termination, the period set forth in Section 6(e) shall be a period, as determined by the Board and set forth in the Option, of not less than 6 months nor more than 1 year,
provided that such period for incentive stock options shall be 1 year, after such termination.



	(g)
	Death of Optionee. If an Optionee dies while employed by, engaged as a consultant to, or serving as a Director of
Company, the portion of the Optionee's Option which was exercisable at the date of death may be exercised, in whole or in part, by the estate of the decedent or by a person succeeding to the right to
exercise the Option at any time (i) within a period, as determined by the Board and set forth in the Option, of not less than 6 months nor more than 1 year after Optionee's death,
which period shall not be more, in the case of a Nonstatutory Option, than the period for exercise following termination of employment or services, or (ii) during the remaining term of the
Option, whichever is the lesser. The Option 



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may
be so exercised only with respect to installments exercisable at the time of Optionee's death and not previously exercised by the Optionee. 



	(h)
	Nontransferability of Option. No Option shall be transferable by the Optionee, except by will or by the laws of
descent and distribution.



	(i)
	Recapitalization. Subject to any required action of the shareholders, the number of shares covered by each
outstanding Option, and the exercise price per share set forth in each Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Company resulting from a
stock split, stock dividend, combination, subdivision or reclassification of shares, or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without
receipt of consideration by Company; provided, however, the conversion of any convertible securities of Company shall not be deemed to have been "effected without receipt of consideration" by Company. 





In
the event of a proposed dissolution or liquidation of Company, a merger or consolidation in which Company is not the surviving entity, or a sale of all or substantially all of the assets or capital
stock of Company (collectively, a "Reorganization"), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall
be no later than the consummation of the Reorganization. In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, having no obligation to do so, to
substitute for any unexercised Option a stock option or capital stock of the surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same
economic benefit as the unexercised Option, then the Board may grant to the Optionee, in its sole and absolute discretion and without obligation, the right for a period commencing no later than
30 days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the
lesser, to exercise any unexpired Option
or Options without regard to the installment provisions of Section 6(d) of the Plan; provided, that any such right granted shall be granted to all Optionees not receiving an offer to receive
substitute options on a consistent basis, and provided further, that any such exercise shall be subject to the consummation of the Reorganization. 



Subject
to any required action of shareholders, if Company shall be the surviving entity in any merger or consolidation, each outstanding Option thereafter shall pertain to and apply to the securities
to which a holder of shares of Stock equal to the shares subject to the Option would have been entitled by reason of the merger or consolidation. 


In
the event of a change in the Stock of Company as presently constituted, which is limited to a change of all of its authorized shares without par value into the same number of shares with a par
value, the shares resulting from any such change shall be deemed to be the Stock within the meaning of the Plan. 


To
the extent that the foregoing adjustments relate to stock or securities of Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided in this Section 6(i), the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number or price of shares of Stock subject to any Option shall not be affected by, and no
adjustment shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by Company of shares of stock of any class or securities
convertible into shares of stock of any class. 




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The Grant of an Option pursuant to the Plan shall not affect in any way the right or power of Company to make any adjustments, reclassifications, reorganizations or changes in its capital or business
structure or to merge, consolidate, dissolve, or liquidate or to sell or transfer all or any part of its business or assets. 



	(j)
	Rights as a Shareholder. An Optionee shall have no rights as a shareholder with respect to any shares covered by an
Option until the effective date of the issuance of the shares following exercise of such Option by Optionee. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in
Section 6(i) of this Plan.



	(k)
	Modification, Acceleration, Extension, and Renewal of Options. Subject to the terms and conditions and within the
limitations of the Plan, the Board may modify an Option, or, once an Option is exercisable,
accelerate the rate at which it may be exercised, and may extend or renew outstanding Options granted under the Plan or accept the surrender of outstanding Options (to the extent not yet exercised)
and authorize the granting of new Options in substitution for such Options, provided such action is permissible under Code section 422 and the California Securities Rules. Amendments are also
subject to the provisions of section 424(h) of the Internal Revenue Code. Notwithstanding the provisions of this Section 6(k), however, no modification of an Option shall, without the
consent of the Optionee, alter to the Optionee's detriment, or impair any rights or obligations under, any Option theretofore granted under the Plan.



	(l)
	Exercise Before Exercise Date. At the discretion of the Board, the Option may, but need not, include a provision
whereby the Optionee may elect to exercise all or any portion of the Option prior to the stated exercise date of the Option or any installment thereof. Any shares so purchased prior to the stated
exercise date shall be subject to repurchase by Company upon termination of Optionee's employment as contemplated by Section 6(n) of this Plan prior to the exercise date stated in the Option
and such other restrictions and conditions as the Board or Committee may deem advisable.



	(m)
	Other Provisions. The Option agreements authorized under the Plan shall contain such other provisions, including,
without limitation, restrictions upon the exercise of the Options, as the Board or the Committee shall deem advisable. Shares shall not be issued pursuant to the exercise of an Option, if the exercise
of such Option or the issuance of shares thereunder would violate, in the opinion of legal counsel for Company, the provisions of any applicable law or the rules or regulations of any applicable
governmental or administrative agency or body, such as the Code, the Securities Act, the Exchange Act, the California Securities Rules, California Corporations Code, and the rules promulgated under
the foregoing or the rules and regulations of any exchange upon which the shares of Company are listed. Without limiting the generality of the foregoing, the exercise of each Option shall be subject
to the condition that if at any time Company shall determine that (i) the satisfaction of withholding tax or other similar liabilities, or (ii) the listing, registration or qualification
of any shares covered by such exercise upon any securities exchange or under any state or federal law, or (iii) the consent or approval of any regulatory body, or (iv) the perfection of
any exemption from any such withholding, listing, registration, qualification, consent or approval is necessary or desirable in connection with such exercise or the issuance of shares thereunder, then
in any such event, such exercise shall not be effective unless the withholding, listing registration, qualification, consent, approval or exemption shall have been effected, obtained or perfected free
of any conditions not acceptable to Company. 



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	(n)
	Repurchase Agreement. The Board may, in its discretion, require as a condition to the Grant of
an Option under this Plan, that an Optionee execute an agreement with Company, in form and substance satisfactory to the Board in its discretion ("Repurchase Agreement"),  
(i) restricting the Optionee's right to transfer shares purchased under the Option without first offering the shares to Company or another shareholder of Company upon the same terms and
conditions as provided therein; and (ii) providing that upon termination of Optionee's employment with Company, for any reason, Company (or another shareholder of Company, as provided in the
Repurchase Agreement) shall have the right at its discretion (or the discretion of such other shareholders) to purchase and/or redeem all such shares
owned by the Optionee on the date of termination of his or her employment at a price equal to (A) the fair value of such shares as of such date of termination, or (B) if such repurchase
right lapses at the rate of twenty percent (20%) of the number of shares per year, the original purchase price of such shares, and upon terms of payment permissible under the California Securities
Rules; provided that in the case of Options or Stock Awards granted to officers, directors, consultants or affiliates of Company, such repurchase provisions may be subject to additional or greater
restrictions as determined by the Board or Committee. 




7.  Stock Awards and Restricted Stock Purchase Offers.  



	(a)
	Types of Grants.
	(i)
	Stock Award. All or part of any Stock Award under the Plan may be subject to conditions
established by the Board or the Committee, and set forth in the Stock Award Agreement, which may include, but are not limited to, continuous service with Company, achievement of specific business
objectives, increases in specified indices, attaining growth rates and other comparable measurements of Company performance. Such Awards may be based on Fair Market Value or other specified valuation.
All Stock Awards will be made pursuant to the execution of a Stock Award Agreement substantially in the form attached hereto as Exhibit E.



	(ii)
	 Restricted Stock Purchase Offer. A Grant of a Restricted Stock Purchase
Offer under the Plan shall be subject to such (i) vesting contingencies related to the Participants' continued association with Company for a specified time and (ii) other specified
conditions as the Board or Committee shall determine, in their sole discretion, consistent with the provisions of the Plan. All Restricted Stock Purchase Offers shall be made pursuant to a Restricted
Stock Purchase Offer substantially in the form attached hereto as Exhibit F. 









	(b)
	Conditions and Restrictions. Shares of Stock which Participants may receive under a Stock Award Agreement or
Restricted Stock Purchase Offer may include such restrictions as the Board or Committee, as applicable, shall determine, including restrictions on transfer, repurchase rights, right of first refusal,
and forfeiture provisions. When transfer of Stock is so restricted or subject to forfeiture provisions it is referred to as "Restricted Stock". Further, with Board or Committee approval, Stock Awards
or Restricted Stock Purchase Offers may be deferred, either in the form of installments or a future lump sum distribution. The Board or Committee may permit selected Participants to elect to defer
distributions of Stock Awards or Restricted Stock Purchase Offers in accordance with procedures established by the Board or Committee to assure that such deferrals comply with applicable requirements
of the Code including, at the choice of Participants, the capability to make further deferrals for distribution after retirement. Any deferred distribution, whether elected by the Participant or
specified by the Stock Award Agreement, Restricted Stock Purchase Offers or by the Board or Committee, may require the payment be forfeited in accordance with the provisions of Section 7(c).
Dividends or dividend equivalent rights may be extended to and made part of any Stock 



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Award
or Restricted Stock Purchase Offers denominated in Stock or units of Stock, subject to such terms, conditions and restrictions as the Board or Committee may establish. 



	(c)
	Cancellation and Rescission of Grants. Unless the Stock Award Agreement or Restricted Stock Purchase Offer specifies
otherwise, the Board or Committee, as applicable, may cancel any unexpired, unpaid, or deferred Grants at any time if the Participant is not in compliance with all other applicable provisions of the
Stock Award Agreement or Restricted Stock Purchase Offer, the Plan and with the following conditions:



	(i)
	A
Participant shall not render services for any organization or engage directly or indirectly in any business which, in the judgment of the chief
executive officer of Company or other senior officer designated by the Board or Committee, is or becomes competitive with Company, or which organization or business, or the rendering of services to
such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of Company. For Participants whose employment has terminated, the judgment of the chief
executive officer shall be based on the Participant's position and responsibilities while employed by Company, the Participant's post-employment responsibilities and position with the
other organization or business, the extent of past, current and potential competition or conflict between Company and the other organization or business, the effect on Company's customers, suppliers
and competitors and such other considerations as are deemed relevant given the applicable facts and circumstances. A Participant who has retired shall be free, however, to purchase as an investment or
otherwise, stock or other securities of such organization or business so long as they are listed upon a recognized securities exchange or traded over-the-counter, and such
investment does not represent a substantial investment to the Participant or a greater than 10% equity interest in the organization or business.



	(ii)
	A
Participant shall not, without prior written authorization from Company, disclose to anyone outside Company, or use in other than Company's
business, any confidential information or material, as defined in Company's Proprietary Information and Invention Agreement or similar agreement regarding confidential information and intellectual
property, relating to the business of Company, acquired by the Participant either during or after employment with Company.



	(iii)
	A
Participant, pursuant to Company's Proprietary Information and Invention Agreement, shall disclose promptly and assign to Company all right,
title and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by Company, relating in any manner to the actual or anticipated business,
research or development work of Company and shall do anything reasonably necessary to enable Company to secure a patent where appropriate in the United States and in foreign countries.



	(iv)
	Upon
exercise, payment or delivery pursuant to a Grant, the Participant shall certify on a form acceptable to the Committee that he or she is in
compliance with the terms and conditions of the Plan. Failure to comply with all of the provisions of this Section 7(c) prior to, or during the six months after, any exercise, payment or
delivery pursuant to a Grant shall cause such exercise, payment or delivery to be rescinded. Company shall notify the Participant in writing of any such rescission within two years after such
exercise, payment or delivery. Within ten days after receiving such a notice from Company, the Participant shall pay to Company the amount of any gain realized or payment received as a result of the
rescinded exercise, payment or delivery pursuant to a Grant. Such payment shall be made either in cash or by returning to Company the number of shares of Stock 






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that
the Participant received in connection with the rescinded exercise, payment or delivery. 




	(d)
	Nonassignability.
	(i)
	Except
pursuant to Section 7(e)(iii) and except as set forth in Section 7(d)(ii), no Grant or any other benefit under the Plan
shall be assignable or transferable, or payable to or exercisable by, anyone other than the Participant to whom it was granted.



	(ii)
	Where
a Participant terminates employment and retains a Grant pursuant to Section 7(e)(ii) in order to assume a position with a
governmental, charitable or educational institution, the Board or Committee, in its discretion and to the extent permitted by law, may authorize a third party (including but not limited to the trustee
of a "blind" trust), acceptable to the applicable governmental or institutional authorities, the Participant and the Board or Committee, to act on behalf of the Participant with regard to such Awards. 









	(e)
	Termination of Employment. If the employment or service to Company of a Participant terminates, other than pursuant to
any of the following provisions under this Section 7(e), all unexercised, deferred and unpaid Stock Awards or Restricted Stock Purchase Offers shall be canceled immediately, unless the Stock
Award Agreement or Restricted Stock Purchase Offer provides otherwise:



	(i)
	Retirement Under a Company Retirement Plan. When a
Participant's employment terminates as a result of retirement in accordance with the terms of a Company retirement plan, the Board or Committee may permit Stock Awards or Restricted Stock Purchase
Offers to continue in effect beyond the date of retirement in accordance with the applicable Grant Agreement, and the exercisability and vesting of any such Grants may be accelerated.



	(ii)
	Rights in the Best Interests of Company. When a Participant
resigns from Company and, in the judgment of the Board or Committee, the acceleration or continuation of outstanding Stock Awards or
Restricted Stock Purchase Offers would be in the best interests of Company, the Board or Committee may (A) authorize, where appropriate, the acceleration or continuation of all or any part of
Grants issued prior to such termination and (B) permit the exercise, vesting and payment of such Grants for such period as may be set forth in the applicable Grant Agreement, subject to earlier
cancellation pursuant to Section 7(c) or at such time as the Board or Committee shall deem the continuation of all or any part of the Participant's Grants are not in Company's best interest.



	(iii)
	Death or Disability of a Participant.
	(A)
	If
a Participant dies, the Participant's estate or beneficiaries shall have a period up to the expiration date specified in the Grant Agreement within which to receive or exercise
any outstanding Grant held by the Participant under such terms as may be specified in the applicable Grant Agreement. Rights to any such outstanding Grants shall pass by will or the laws of descent
and distribution in the following order: (1) to beneficiaries so designated by the Participant; if none, then (2) to a legal representative of the Participant; if none, then
(3) to the persons entitled thereto as determined by a court of competent jurisdiction. Grants so passing shall be made at such times and in such manner as if the Participant were living.



	(B)
	If
a Participant is deemed by the Board or Committee to be unable to perform his or her usual duties by reason of mental disorder or medical condition which does not result from
facts which would be grounds for termination for cause, Grants and rights to any such Grants may be paid to or exercised by the Participant, if legally 









10





 




competent,
or a committee or other legally designated guardian or representative if the Participant is legally incompetent by virtue of such disability. 



	(C)
	After
the death or disability of a Participant, the Board or Committee may in its sole discretion at any time (1) terminate restrictions in Grant Agreements;
(2) accelerate any or all installments and rights; and (3) instruct Company to pay the total of any accelerated payments in a lump sum to the Participant, the Participant's estate,
beneficiaries or representative, notwithstanding that, in the absence of such termination of restrictions or acceleration of payments, any or all of the payments due under the Grant might ultimately
have become payable to other beneficiaries.



	(D)
	In
the event of uncertainty as to interpretation of or controversies concerning this Section 7, the determinations of the Board or Committee, as applicable, shall be binding
and conclusive. 






8.  Investment Intent.  


All
Grants under the Plan are intended to be exempt from registration under the Securities Act as provided by Rule 701 thereunder. Unless and until the granting of Options or sale and issuance
of Stock subject to the Plan are registered under the Securities Act, or shall be exempt pursuant to the rules promulgated thereunder, each Grant under the Plan shall provide that the purchases or
other acquisitions of shares thereunder shall be for investment purposes and not with a view to, or for resale in connection with, any distribution thereof. Further, unless the issuance and sale of
the Stock have been registered under the Securities Act, each Grant shall provide that no shares shall be purchased upon the exercise of the rights under such Grant unless and until: 



	(a)
	all
then applicable requirements of state and federal laws and regulatory agencies shall have been fully complied with to the satisfaction of Company and its counsel, and



	(b)
	if
requested to do so by Company, the person exercising the rights under the Grant shall



	(i)
	give
written assurances as to knowledge and experience of such person (or a representative employed by such person) in financial and business
matters and the ability of such person (or representative) to evaluate the merits and risks of exercising the Option, and



	(ii)
	execute
and deliver to Company a letter of investment intent and/or such other form related to applicable exemptions from registration, all in such
form and substance as Company may require. If shares are issued upon exercise of any rights under a Grant without registration under the Securities Act, subsequent registration of the shares shall
relieve the purchaser of any investment restrictions or representations made upon the exercise of such rights. 







9.  Amendment, Modification, Suspension or Discontinuance of the Plan.  



	(a)
	Revision of the Plan. The Board may, insofar as permitted by law, from time to time, with respect to any shares at the
time not subject to outstanding Grants, suspend or terminate the Plan or revise or amend it in any respect whatsoever, except that without the approval of the shareholders of Company, no such revision
or amendment shall      (i) increase the number of shares subject to the Plan, (ii) decrease the price at which Grants may be granted, (iii) materially increase the
benefits to Participants, or (iv) change the class of persons eligible to receive Grants under the Plan; provided, however, no such
action shall alter or impair the rights and obligations under any Option, or Stock Award, or Restricted Stock Purchase Offer outstanding as of the date thereof without the written consent of the
Participant thereunder. No Grant may be issued while the Plan is suspended or after it is terminated, but the rights 



11





 


and
obligations under any Grant issued while the Plan is in effect shall not be impaired by suspension or termination of the Plan. 



	(b)
	Adjustment of Shares. In the event of any change in the outstanding Stock by reason of a stock split, stock dividend,
combination or reclassification of shares, recapitalization, merger, or similar event, the Board or the Committee may adjust proportionally (i) the number of shares of Stock (A) reserved
under the Plan, (B) available for Incentive Stock Options and Nonstatutory Options and (C) covered by outstanding Stock Awards or Restricted Stock Purchase Offers; (ii) the Stock
prices related to outstanding Grants; and (iii) the appropriate Fair Market Value and other price determinations for such Grants. In the event of any other change affecting the Stock or any
distribution (other than normal cash dividends) to holders of Stock, such adjustments as may be deemed equitable by the Board or the Committee, including adjustments to avoid fractional shares, shall
be made to give proper effect to such event. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board or the Committee
shall be authorized to issue or assume stock options, whether or not in a transaction to which Code section 424(a) applies, and other Grants by means of substitution of new Grant Agreements for
previously issued Grants or an assumption of previously issued Grants. 




10. Tax Withholding.  


Company
shall have the right to deduct applicable taxes from any Grant payment and withhold, at the time of delivery or exercise of Options, Stock Awards or Restricted Stock Purchase Offers or vesting
of shares under such Grants, an appropriate number of shares for payment of taxes required by law or to take such other action as may be necessary in the opinion of Company to satisfy all obligations
for withholding of such taxes. If Stock is used to satisfy tax withholding, such stock shall be valued based on the Fair Market Value when the tax withholding is required to be made. 


11. Availability of Information.  


During
the term of the Plan and any additional period during which a Grant granted pursuant to the Plan shall be exercisable, Company shall provide all Grantees and Optionees, annually, not later than
120 days following the close of each of its fiscal years, such financial and other information regarding Company as is required by the bylaws of Company and applicable law to be furnished in an
annual report to the shareholders of Company or such other information as is required to be furnished by law. 


12. Notice.  


Any
written notice to Company required by any of the provisions of the Plan shall be addressed to the chief personnel officer or to the chief executive officer of Company, and shall become effective
when it is actually received by the office of the chief personnel officer or the chief executive officer. 


13. Indemnification of Board.  


In
addition to such other rights to indemnification they may have as directors or otherwise, and to the extent allowed by applicable law, the members of the Board and the Committee shall be
indemnified by Company against the reasonable expenses, including attorney fees, actually and necessarily incurred in connection with the defense of any claim, action, suit or proceeding, or in
connection with any appeal thereof, to which they or any of them may be a party by reason of any action taken, or failure to act, under or in connection with the Plan or any Grant granted under the
Plan, and against all amounts paid by them in settlement thereof (provided the settlement is approved by independent legal counsel selected by Company) or paid by them in satisfaction of a judgment in
any such claim, action, suit or proceeding, except in any case in relation to matters as to which it shall be adjudged in such 


12





 


claim, action, suit or proceeding that the Board or Committee member is liable for negligence or misconduct in the performance of his or her duties; provided that within 90 days after
institution of any such action, suit or Board proceeding the member involved shall offer Company, in writing, the opportunity, at its own expense, to handle and defend the same. 



14. Governing Law.  


The
Plan and all determinations made and actions taken pursuant to it, to the extent not otherwise governed by the Code or the securities laws of the United States, shall be governed by the law of the
State of California and construed accordingly. 


15. No Right to an Award or Grant.  


Neither
the adoption of the Plan nor any action of the Board or Designated Officer shall be deemed to give an employee any right to be granted an Option to purchase Common Stock, to receive a Grant or
to any other rights hereunder except as may be evidenced by an Option Agreement duly executed on behalf of the Corporation, and then only to the extent of and on the terms and conditions expressly set
forth therein. The Plan shall be unfunded. The Corporation shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to assure the payment of
any Award or Grant. 


16. No Employment Rights Conferred.  


Nothing
contained in the Plan or in any Award or Grant made hereunder shall (i) confer upon any employee any right with respect to continuation of employment with the Corporation or any Parent
Corporation or Subsidiary, or (ii) interfere in any way with the right of the Corporation or any Parent Corporation or Subsidiary to terminate his or her employment at any time. 


17. No Restriction of Corporate Action.  


Nothing
contained in the Plan shall be construed to prevent the Corporation or any Parent Corporation or Subsidiary from taking any corporate action which is deemed by the Corporation or such Parent
Corporation or Subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No employee, beneficiary or
other person shall have any claim against the Corporation or any Parent Corporation or Subsidiary as a result of such action. 


18. Effective and Termination Dates.  


The
Plan shall become effective on the date it is approved by the holders of a majority of the shares then outstanding. The Plan shall terminate 10 years later, subject to earlier termination
by the Board pursuant to Section 9. 


The
foregoing 1999 Incentive Stock Plan (consisting of 17 pages, including this page) was duly adopted and approved by the Board of Directors on             and
approved by the shareholders of the Corporation                             . 




                                         
                   

[Signature of secretary of corporation] 


13







 
 

Exhibit A    
  


 
  STARGATE SOLUTIONS, INC.
  INCENTIVE STOCK OPTION AGREEMENT    
  


    This incentive stock option agreement ("Agreement') is made and entered into as of the date set forth below, by and between Stargate Solutions, Inc., a
California corporation (the "Company"), and the employee of Company named in Section 1(b) ("Optionee"). 


    In
consideration of the covenants set forth in this Agreement, the parties agree as follows: 


1.  Option Information.  



	(a)	 	Date of Option:	 	 
	 	 	 	 	

	

(b)	
 	

Optionee:	
 	

 
	 	 	 	 	

	

(c)	
 	

Number of Shares:	
 	

 
	 	 	 	 	

	

(d)	
 	

Exercise Price:	
 	

 
	 	 	 	 	







2.  Acknowledgements.  



	(a)	 	Optionee is an employee of Company.
	

(b)	
 	

The Board of Directors (the "Board" which term shall include an authorized committee of the Board of Directors) and shareholders of Company have heretofore adopted a 1999 Incentive Stock Plan (the "Plan"), pursuant to which this Option is being
granted.
	

(c)	
 	

The Board has authorized the granting to Optionee an incentive stock option ("Option") as defined in Section 422 of the Internal Revenue Code, California Transactions Forms Code of 1986, as amended, (the "Code") to purchase shares of common
stock of Company ("Stock") upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), provided by Rule 701 thereunder.






3.  Share Price.  



Company
hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the "Shares")
for cash (or other consideration as is authorized under the Plan and acceptable to the Board, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the
"Exercise Price"), such price being not less than the fair market value per share of the Shares covered by this Option as of the date of this Option (unless Optionee is the owner of Stock possessing
ten percent (10%) or more of the total voting power or value of all outstanding Stock of Company ("Ten Percent Holder"), in which case the Exercise Price shall be no less than one hundred ten percent
(110%) of the fair market value of such Stock). 




4.  Term of Option; Continuation of Employment.  



This
Option shall expire, and all rights hereunder to purchase the Shares shall terminate, ten years from the date hereof. This Option shall earlier terminate subject to Sections 7 and 8 of this
Agreement upon, and as of the date of, the termination of Optionee's employment if such termination occurs prior to the end of the ten-year period. Nothing contained in this Agreement
shall confer upon Optionee the right to the continuation of his or her employment by Company or to interfere with the right of Company to terminate such employment or to increase or decrease the
compensation of Optionee from the rate in existence at the date hereof. 







5.  Vesting of Option.  



Subject
to the provisions of Section 7 and 8 of this Agreement, this Option shall become exercisable during the term of Optionee's employment in four equal annual installments of
twenty-five percent (25%) of the Shares covered by this Option, the first installment to be exercisable on the first anniversary of the date of this Option, with an additional
twenty-five percent (25%) of the Shares becoming exercisable on each of the three successive anniversary dates. The installments shall be cumulative (that is, the option may be exercised,
as to any or all Shares covered by an installment, at any time or times after an installment becomes exercisable and until expiration or termination of this option). 




6.  Exercise. 



This
Option shall be exercised by delivery to Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth
on the form of Notice of Exercise attached hereto as Appendix A, (b) a cashier's check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other
consideration as has been approved by the Board of Directors consistent with the Plan), and (c) a written investment representation as provided for in Section 13 of this Agreement. This
Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in
Section 8 of this Agreement. 




7.  Termination of Employment.  



If
Optionee shall cease to be employed by Company for any reason, whether voluntarily or involuntarily, other than by his or her death, Optionee (or if Optionee shall die after such termination, but
prior to such exercise date, Optionee's personal representative or the person entitled to succeed to the Option) shall have the right at any time within thirty (30) days following such
termination of employment or the remaining term of this Option, whichever is the lesser, to exercise in whole or in
part this Option to the extent, but only to the extent, that this Option was exercisable as of the date of termination of employment and had not previously been exercised; provided, however: 



	(a)
	if
Optionee is permanently disabled (within the meaning of Code section 22(e)(3)) at the time of termination, the foregoing thirty (30) day period shall be extended to
one year; or



	(b)
	if
Optionee is terminated "for cause" as that term is defined under California Labor Code section 2922 and case law related thereto, or by the terms of the Plan or this
Option Agreement or by any employment agreement between Optionee and Company, this Option shall automatically terminate as to all Shares covered by this Option not exercised prior to termination. 




Unless
earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 of this Agreement. 




8.  Death of Optionee.  



If
Optionee shall die while in the employ of Company, Optionee's personal representative or the person entitled to Optionee's rights hereunder may at any time within one year after the date of
Optionee's death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have
exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee. 







9.  No Rights as Shareholder.  



Optionee
shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option until the effective date of issuance of Shares following exercise of this Option,
and no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued except as provided in Section 10 of
this Agreement. 




10. Recapitalization.  




	(a)
	Subject
to any required action by the shareholders of Company, the number of Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any
increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such
shares effected without receipt of consideration by Company, provided, however, that the conversion of any convertible securities of Company shall not be deemed to have been "effected without receipt
of consideration by Company."



	(b)
	In
the event of a proposed dissolution or liquidation of Company, a merger or consolidation in which Company is not the surviving entity, or a sale of all or substantially all of
the assets or capital stock of Company (collectively, a "Reorganization"), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the
Board, which date shall be no later than the consummation of the Reorganization. In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, having no
obligation to do so, to substitute for any unexercised Option a stock option or capital stock of the surviving entity, as applicable, which on an equitable basis shall provide Optionee with
substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, the right for a period
commencing no later than 30 days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the
Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of Section 5; provided, however, that such exercise shall be subject to
the consummation of the Reorganization.



	(c)
	Subject
to any required action by the shareholders of Company, if Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and
apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment provisions of
Section 5 shall continue to apply.



	(d)
	In
the event of a change in the shares of Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the same number of
shares of Stock with a par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option.



	(e)
	To
the extent that the foregoing adjustments relate to shares or securities of Company, such adjustments shall be made by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided in this Agreement, Optionee shall have no rights by reason of
any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number
and price of Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital
stock, or any issue by Company of shares of stock of any class or securities convertible into shares of stock of any class. 









	(f)
	The
grant of this Option shall not affect in any way the right or power of Company to make adjustments, reclassifications, reorganizations or changes in its capital or business
structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. 





11. Additional Consideration.  



Should
the Internal Revenue Service determine that the Exercise Price established by the Board as the fair market value per Share is less than the fair market value per Share as of the date of Option
grant, Optionee hereby agrees to tender such additional consideration, or agrees to tender upon exercise of all or a portion of this Option, such fair market value per Share as is determined by the
Internal Revenue Service. 




12. Modification, Extension and Renewal of Options.  



The
Board or Committee, as described in the Plan, may modify, extend or renew this Option or accept its surrender (to the extent not yet exercised) and authorize the granting of a new option in
substitution for it (to the extent not yet exercised), subject at all times to the Plan, Code section 422 and section 260.140.41 of the Corporate Securities Rules of the California
Corporations Commissioner. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of Optionee, alter to Optionee's detriment or impair any
rights of Optionee under this Agreement. 




13. Investment Intent; Restrictions on Transfer.  




	(a)
	Optionee
represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of
investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon the exercise of this Option in whole or in part, Optionee (or any person or persons
entitled to exercise this Option under the provisions of Sections 7 and 8 of this Agreement) shall furnish to Company a written statement to such effect, satisfactory to Company in form and substance.
If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, Optionee shall be relieved of the investment
representation and agreement and shall not be required to furnish Company with the written statement.



	(b)
	Optionee
further represents that Optionee has had access to the financial statements or books and records of Company, has had the opportunity to ask questions of Company concerning
its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information and further represents that Optionee (either
alone or in conjunction with his or her professional advisers) has such experience in and knowledge of investment, financial and business matters with respect to investments similar to the stock of
Company that Optionee is capable of evaluating the merits and risks thereof and has the capacity to protect his or her own interest in connection therewith.



	(c)
	Unless
and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in
substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in
substantially the following form: 





"THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE.
NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION  











 UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM."



"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN INCENTIVE STOCK OPTION AGREEMENT
DATED                    BETWEEN COMPANY AND THE ISSUEE
WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY COMPANY UNDER CERTAIN CONDITIONS."




The
certificates shall bear such other legend or legends as Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed
with Company's transfer agent. 





14. Effects of Early Disposition.  



Optionee
understands that if an Optionee disposes of shares acquired hereunder within 2 years after the date of this Option or within 1 year after the date of issuance of such shares to
Optionee, Optionee will be treated for income tax purposes as having received ordinary income at the time of the disposition of an amount generally measured by the difference between the purchase
price and the fair market value of such stock on the date of exercise, subject to adjustment for any tax previously paid, in addition to any tax on the difference between the sales price and
Optionee's adjusted cost basis in such shares. The foregoing amount may be measured differently if Optionee is an officer, director or Ten Percent Holder of Company. Optionee agrees to notify Company
within 10 working days of any such disposition. 




15. Stand-off Agreement.  



Optionee
agrees that in connection with any registration of Company's securities under the Securities Act, and upon the request of Company or any underwriter managing an underwritten offering of
Company's securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior
written consent of Company or such managing underwriter, as applicable, for a period of at least one (1) year following the effective date of registration of the offering. The Shares may not be
sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by Optionee except as provided in this Agreement. 




16. Restriction Upon Transfer. 



	(a)
	Repurchase Right on Termination Other Than for Cause. For purposes of this Section, a "Repurchase Event" shall mean an
occurrence of one of the following: (i) termination of Optionee's employment by Company, voluntary or involuntary and with or without cause; (ii) retirement or death of Optionee;
(iii) bankruptcy of Optionee, which shall be deemed to have occurred as of the date on which a
voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of the marriage of Optionee, to the extent that any of the Shares are allocated
as the sole and separate property of Optionee's spouse pursuant thereto (in which case this Section shall only apply to the Shares so affected); or (v) any attempted transfer by Optionee of
Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event, Company shall have the right (but not an obligation) to repurchase all or any portion of the
Shares of Optionee at a price equal to the fair value of the Shares (determined in accordance with Section 260.140.50 of the Rules of the California Commissioner of Corporations) as of the date
of the Repurchase Event.



	(b)
	Repurchase Right on Termination for Cause. In the event Optionee's employment is terminated by Company "for cause,"
then Company shall have the right (but not an obligation) to repurchase Shares of Optionee at a price equal to the Exercise Price. Such right of Company to repurchase Shares shall apply to one hundred
percent (100%) of the Shares for 1 year from 








the
date of this Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the Shares on each anniversary of the date of this Agreement. In addition, Company shall have the right,
in the sole discretion of the Board and without obligation, to repurchase upon termination for cause all or any portion of the Shares of Optionee, at a price equal to the fair value of the Shares as
of the date of termination, which right is not subject to the foregoing lapsing of rights. In the event Company elects to repurchase the Shares, the stock certificates representing the same shall
forthwith be returned to Company for cancellation. 



	(c)
	Exercise of Repurchase Right. Any Repurchase Right under Section 16(a) or 16(b) above shall be exercised by
giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. The right shall be exercised, and the repurchase price shall be paid, by Company within a
90-day period beginning on the date of notice to Company of the occurrence of the Repurchase Event (or in the case of termination of employment or retirement, beginning upon the occurrence
of the Repurchase Event). The repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of
Optionee for the Shares. If Company cannot purchase all such Shares because it is unable to meet the tests set forth in California Corporations Code sections 500 and 501, Company shall have the right
to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by Company under this Agreement shall no longer be subject to the provisions of this
Section 16.



	(d)
	Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee
shall first offer to sell the Shares to Company. Optionee shall deliver to Company written notice of the intended sale, specifying the number of Shares to be sold and the proposed purchase price and
terms of payment, and granting Company an option for a period of 30 days following receipt of the notice to purchase the offered Shares upon the same terms and conditions. To exercise such
option, Company shall give notice of that fact to Optionee within 30 day notice period and agree to pay the purchase price in the manner provided in the notice. If Company does not purchase all
of the Shares so offered during the option period, Optionee shall be under no obligation to sell any of the offered Shares to Company, but may dispose of the Shares in any lawful manner during a
period of
180 days following the end of the notice period, except that Optionee shall not sell any of the Shares to any other person at a lower price or upon more favorable terms than those offered to
Company.



	(e)
	Acceptance of Restrictions. Acceptance of the Shares shall constitute Optionee's agreement to such restrictions and
the legending of his or her certificates with respect to the restrictions. Notwithstanding the restrictions, however, so long as Optionee is the holder of the Shares, or any portion of them, he or she
shall be entitled to receive all dividends declared on and to vote the Shares and to all other rights of a shareholder with respect to the Shares.



	(f)
	Permitted Transfers. Notwithstanding any provisions of this Section 16 to the contrary, Optionee may transfer
Shares subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of Optionee or any such transferee or transferees; provided, that the permitted
transferee or transferees shall hold the Shares subject to all the provisions of this Agreement (all references to Optionee in this Agreement shall in such cases refer to the permitted transferee,
except in the case of Section 16(a)(iv) where the permitted transfer shall be deemed rescinded), and provided further, that notwithstanding any other provisions of this Agreement, a
permitted transferee may not, in turn, make permitted transfers without the written consent of Optionee and Company.



	(g)
	Release of Restrictions on Shares. All other rights and restrictions under this Section 16 shall terminate
5 years following the date of this Agreement, or when Company's securities are publicly traded, whichever occurs earlier. 











17. Miscellaneous.  



	(a)
	Agreement
Subject to Plan; Applicable Law. This Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. A
copy of the Plan is available to Optionee, at no charge, at the principal office of Company. Any provision of this Agreement inconsistent with the Plan shall be considered void and replaced with the
applicable provision of the Plan. The Option under this Agreement has been granted, executed and delivered in the State of California, and the interpretation and enforcement shall be governed by the
laws thereof and subject to the exclusive jurisdiction of the courts therein.



	(b)
	Notices. Any
notice required to be given pursuant to this Agreement or the Plan shall be in writing and shall be deemed to have been duly
delivered upon receipt or, in the case of notices by Company,
five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Grantee at the last address provided by Grantee for use in Company's records.



	(c)
	Entire
Agreement. This instrument constitutes the sole agreement of the parties hereto with respect to the Shares. Any prior agreements,
promises or representations concerning the Shares not included or referenced herein shall be of no force or effect. This Agreement shall be binding on, and shall inure to the benefit of, the Parties
hereto and their respective transferees, heirs, legal successors, and assigns.



	(d)
	Enforcement;
Governing Law. The Option under this Agreement has been granted, executed and delivered in the State of California. This
Agreement shall be construed in accordance with, and governed by, the laws of the State of California, and subject to the exclusive jurisdiction of the courts located in Santa Clara, state of
California. If Grantee attempts to transfer any rights under this Agreement or any of the Shares subject to this Agreement, or any interest in them in violation of the terms of this Agreement, Company
may apply to any court for an injunctive order prohibiting such proposed transaction, and Company may institute and maintain proceedings against Grantee to compel specific performance of this
Agreement without the necessity of proving the existence or extent of any damages to Company. Any such attempted transaction is a material violation of this Agreement shall be null and void.



	(e)
	Designation
of Beneficiary. The Employee shall have the right to appoint any individual or legal entity in writing, on Appendix B
hereto, as his or her beneficiary to receive any Option (to the extent not previously terminated or forfeited) under this Agreement upon the Employee's death. Such designation under this Agreement may
be revoked by the Employee at any time and a new beneficiary may be appointed by the Employee by execution and submission to the Board of a revised Appendix B to this Agreement. In order to be
effective, a designation of beneficiary must be completed by the Employee on Appendix B and received to the Board, or its designee, prior to the date of the Employee's death. In the absence of
such designation, the Employee's beneficiary shall be the legal representative of the Employee's estate.



	(f)
	Incapacity
of Employee or Beneficiary. If any person entitled to a distribution under this Agreement is deemed by the Board to be
incapable of making an election hereunder or of personally receiving and giving a valid receipt for such distribution hereunder, then, unless and until an election or claim therefore shall have been
made by a duly appointed guardian or other legal representative of such person, the Board, in its sole discretion, may provide for such election or distribution or any part thereof to be made to any
person or institution then contributing toward or providing for the care and maintenance of such person. Any such distribution shall be a distribution for the account of such person and a complete
discharge of any liability of the Board, the Corporation and the Plan therefore.



	(g)
	Counterparts.
This Agreement may be executed in one or more counterparts, which shall together constitute a valid and binding agreement. 









	(h)
	Validity
of Agreement. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only on the written consent
of all parties hereto. It is intended that each section of this Agreement shall be viewed as separate and if any Section shall be held to be invalid, remaining Sections shall continue to be in full
force and effect. 




                IN
WITNESS WHEREOF, the parties hereto have executed this agreement effective the date set-forth in Section 1(a) above. 



	Stargate Solutions, Inc.	 	 
	

Dated:	
 	

 	
 	

 
	 	 	
	 	 
	

By:	
 	

 	
 	

 
	 	 	
 President	 	 
	

Dated:	
 	

 	
 	

 
	 	 	
	 	 
	

 [Signature of optionee]	
 	

 
	

[One of the following, as appropriate, shall be signed]
	

I certify that as of the date hereof I am unmarried.	
 	

By his or her signature, the spouse of Optionee hereby agrees to be bound by the provisions of the foregoing INCENTIVE STOCK OPTION AGREEMENT.
	

 [Signature of optionee]	
 	

 [Signature of spouse of optionee]







 
 

Appendix A
  NOTICE OF EXERCISE    
  


Stargate
Solutions, Inc.

2355 Oakland Road, Ste. 33

San Jose, CA 95131 


Re:
Incentive Stock Option 


Notice
is hereby given pursuant to Section 6 of my Incentive Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price set forth in my option
agreement:


 


    Incentive
Stock Option Agreement dated:                             


    Number
of shares being purchased:                                    



    Exercise
Price:                                        
                  Dollars
($                            ).
 


A
cashier's check in the amount of the aggregate price of the shares being purchased is attached. 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. I will not
sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal or state securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at least one year from the date of exercise and two years from the date of grant of the Option. 



    I
understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by other state or
federal law or regulation applicable to the issuance or delivery of the Option Shares. 


I
agree to provide to Company such additional documents or information as may be required pursuant to Company's 1999 Incentive Stock Plan. 


Dated:                            




                                        
                       


[Signature]



                                         
                      

[Name of Optionee] 





 
 

Appendix B
  DESIGNATION OF BENEFICIARY FOR THE INCENTIVE STOCK OPTION
  AGREEMENT PURSUANT TO THE STARGATE SOLUTIONS, INC. 1999
  INCENTIVE STOCK PLAN    
  


Name
of Employee:
                                         
        



Original
Date of Agreement:                                     



If
I shall cease to be an Employee of the Company, a parent corporation or a subsidiary, by reason of my death, or if I shall 


die
after I have terminated my employment with the Company, its parent or a subsidiary, but, prior to the expiration of the 


Option
(as provided in the Agreement), then all rights to the Option granted under this Agreement that I hereby hold upon my 



death,
to the extent not previously terminated or forfeited, shall be transferred to                          (insert name of
beneficiary) 


in
the manner provided for in the Plan and the Agreement. 



	

 [Employee's Signature]	
 	

 
	

 Date	
 	

 





Receipt
acknowledged on behalf of Company (Must be Officer of Company) 



	

by:	

 	
 	

 
	 	
	 	 
	 	[Print Name and Title]	 	 
	

 	

 [Authorized Signature]	
 	

 
	Date:	 	 	 
	 	
	 	 









 
 

Exhibit B    
  


 
 

STARGATE SOLUTIONS, INC.
  NONSTATUTORY STOCK OPTION AGREEMENT    
  


    THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement') is made and entered into as of the date set forth in section 1(a), below, by and between Stargate
Solutions, Inc., a California corporation ("Company"), and the employee named in Section 1(b), below ("Optionee"): 


    In
consideration of the covenants set forth in this Agreement, the parties agree as follows: 


1.  Option Information.



	

 	

(a) Date of Option:	
 	


	

 	

(b) Optionee:	
 	


	

 	

(c) Number of Shares:	
 	


	

 	

(d) Exercise Price:	
 	







2.  Acknowledgements.



	(a)
	Optionee
is an employee of Company.



	(b)
	The
Board of Directors (the "Board" which term shall include an authorized committee of the Board of Directors) and shareholders of Company have heretofore adopted a 1999 Incentive
Stock Plan (the "Plan"), pursuant to which this Option is being granted.



	(c)
	The
Board has authorized the granting to Optionee of a nonstatutory stock option ("Option") to purchase shares of common stock of Company ("Stock") upon the terms and conditions
hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act') provided by Rule 701 thereunder. 




3.  Shares; Price. Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated,
the number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other consideration as is authorized under the Plan and acceptable to the Board of Directors of
Company, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the "Exercise Price"), such price being not less than eighty-five percent
(85%) of the fair market value per share of the Shares covered by this Option as of the date of this Option (unless Optionee is the owner of Stock possessing ten percent (10%) or more of the total
voting power or value of all outstanding Stock of Company, in which case the Exercise Price shall be no less than one hundred ten percent (110%) of the fair market value of such Stock. 


4.  Term of Option; Continuation of Service. This Option shall expire, and all rights under it to purchase the Shares shall terminate
10 years from the date hereof. This Option shall earlier terminate subject to Sections 7 and 8 of this Agreement upon, and as of the date of, the termination of Optionee's employment if such
termination occurs prior to the end of the 10-year period. Nothing contained in this Agreement shall confer upon Optionee the right to the continuation of his or her employment by Company
or to interfere with the right of Company to terminate such employment or to increase or decrease the compensation of Optionee from the rate in existence at the date hereof. 



5.  Vesting of Option. Subject to the provisions of Sections 7 and 8 of this Agreement, this Option shall become exercisable during the
term of Optionee's employment in five equal annual installments of twenty percent (20%) of the Shares covered by this Option, the first installment to be exercisable on the first anniversary of the
date of this Option, with an additional twenty percent (20%) of such Shares becoming exercisable on each of the four successive anniversary dates. The installments shall be cumulative (that is, this
option may be exercised, as to any or all shares covered by an installment, at 







any time or times after an installment becomes exercisable and until expiration or termination of this Option). 


6.  Exercise. This Option shall be exercised by delivery to Company of (a) written notice of exercise stating the number of Shares
being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached to this Agreement as Appendix A, (b) a check or cash in the amount
of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan), and (c) a written investment
representation as provided for in Section 13 of this Agreement. This Option shall not be assignable or
transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 of this Agreement. 


7.  Termination of Employment. If Optionee shall cease to be employed by Company for any reason, whether voluntarily or involuntarily,
other than by his or her death, Optionee (or if the Optionee shall die after such termination, but prior to such exercise date, Optionee's personal representative or the person entitled to succeed to
the Option) shall have the right at any time within 30 days following such termination of employment or the remaining term of this Option, whichever is the lesser, to exercise in whole or in
part this Option to the extent, but only to the extent, that this Option was exercisable as of the date of termination of employment and had not previously been exercised; provided, however: 



	(a)
	If
Optionee is permanently disabled (within the meaning of Code section 22(e)(3)) at the time of termination, the foregoing 30 day period shall be extended to
6 months; or



	(b)
	If
Optionee is terminated "for cause" as that term is defined under California Labor Code section 2922 and case law related thereto, or by the terms of the Plan or this
Option Agreement or by any employment agreement between the Optionee and Company, this Option shall automatically terminate as to all Shares covered by this Option not exercised prior to termination. 




Unless
earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 of this Agreement. 


8.  Death of Optionee. If the Optionee shall die while in the employ of Company, Optionee's personal representative or the person
entitled to Optionee's rights under this Agreement may at any time within 6 months after the date of Optionee's death, or during the remaining term of this Option, whichever is the lesser,
exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case, that this
Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee. 


9.  No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment of
this Option until the effective date of issuance of the Shares following exercise of this Option, and no adjustment will be made for dividends or other rights for which the record date is prior to the
date such stock certificate or certificates are issued except as provided in Section 10 of this Agreement. 


10.  Recapitalization. Subject to any required action by the shareholders of Company, the number of Shares covered by this Option, and
the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a
stock dividend, or any other increase or decrease in the number of such
shares effected without receipt of consideration by Company; provided however that the conversion of any convertible securities of Company shall not be deemed to have been "effected without receipt of
consideration by Company." 


In
the event of a proposed dissolution or liquidation of Company, a merger or consolidation in which Company is not the surviving entity, or a sale of all or substantially all of the assets or capital
stock of Company (collectively, a "Reorganization"), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall
be no later 







than the consummation of the Reorganization. In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, having no obligation to do so, to substitute for any
unexercised Option a stock option or capital stock of the surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such
unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, the right for a period commencing no later than 30 days prior to and
ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any
unexpired Option or Options without regard to the installment provisions of Section 5; provided, however, that such exercise shall be subject to the consummation of the Reorganization. 


Subject
to any required action by the shareholders of Company, if Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the
securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of the merger or consolidation, and the installment provisions of Section 5
shall continue to apply. 


In
the event of a change in the shares of Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the same number of shares of Stock with a
par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. 


To
the extent that the foregoing adjustments relate to shares or securities of Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided in this Agreement, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall
be made by reason of any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by Company of shares of stock of any class or securities convertible into
shares of stock of any class. 


The
grant of this Option shall not affect in any way the right or power of Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge,
consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. 


11.  Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income, for
Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the Exercise Price. The acceptance
of the Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income
and corresponding deduction to Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee's then
current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, Company may require Optionee to make a cash payment to cover the liability as a condition
of the exercise of this Option. 


12.  Modification, Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or renew this
Option or accept its surrender (to the extent not yet exercised) and authorize the granting of a new option in substitution for it (to the extent not yet exercised), subject at all times to the Plan,
the Code, and section 260.140.41 of the Corporate Securities Rules of the California Corporations Commissioner. Notwithstanding the foregoing provisions of this Section 12, no
modification shall, without the consent of the Optionee, alter to the Optionee's detriment or impair any rights of Optionee under this Agreement. 


13.  Investment Intent; Restrictions on Transfer.



	(a)
	Optionee
represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of 








investment
and not with a view to, or for resale in connection with, any distribution thereof; and that upon the exercise of this Option in whole or in part, Optionee (or any person or persons
entitled to exercise this Option under the provisions of Sections 7 and 8 of this Agreement) shall furnish to Company a written statement to that effect, satisfactory to Company in form and substance.
If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the
investment representation and agreement and shall not be required to furnish Company with the written statement. 



	(b)
	Optionee
further represents that Optionee has had access to the financial statements or books and records of Company, has had the opportunity to ask questions of Company concerning
its business,
operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information, and further represents that Optionee (either alone or in
conjunction with his or her professional advisers) has such experience in and knowledge of investment, financial and business matters with respect to investments similar to the stock of Company that
Optionee is capable of evaluating the merits and risks thereof and has the capacity to protect his or her own interest in connection therewith.



	(c)
	Unless
and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in
substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in
substantially the following form: 





"THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITlES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE.
NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS
OF ANY STATE, UNLESS PURSUANT TO EXEMPTlONS THEREFROM."


"THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED              BETWEEN COMPANY AND THE
ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY COMPANY UNDER CERTAIN CONDITIONS." 


The
certificates shall bear such other legend or legends as Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed
with Company's transfer agent. 





14.  Stand-off Agreement. Optionee agrees that, in connection with any registration of Company's securities under the
Securities Act, and upon the request of Company or any underwriter managing an underwritten offering of Company's securities, Optionee shall not sell, short any sale of, loan, grant an option for, or
otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior written consent of Company or the managing underwriter, as applicable, for a period of at least
1 year following the effective date of registration of the offering. 


15.  Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise
hypothecated by the Optionee except as provided in this Agreement. 



	(a)
	Repurchase Right on Termination Other Than for Cause. For the purposes of this Section, a "Repurchase Event' shall mean an occurrence
of one of the following: (i) termination of Optionee's
employment by Company, voluntary or involuntary and with or without cause; (ii) retirement or death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have occurred as
of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of the marriage of Optionee, to 








the
extent that any of the Shares are allocated as the sole and separate property of Optionee's spouse pursuant thereto (in which case, this Section shall only apply to the Shares so affected); or
(v) any attempted transfer by the Optionee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event, Company shall have the right (but not
an obligation) to repurchase all or any portion of the Shares of Optionee at a price equal to the fair value of the Shares (determined in accordance with Section 260.140.50 of the Rules of the
California Commissioner of Corporations) as of the date of the Repurchase Event. 



	(b)
	Repurchase Right on Termination for Cause. In the event Optionee's employment is terminated by Company "for cause," then Company
shall have the right (but not an obligation) to repurchase Shares of Optionee at a price equal to the Exercise Price This right of Company to repurchase Shares shall apply to one hundred percent
(100%) of the Shares for 1 year from the date of this Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the Shares on each anniversary of the date of this Agreement.
In addition, Company shall have the right, in the sole discretion of the Board and without obligation, to repurchase upon termination for cause all or any portion of the Shares of Optionee, at a price
equal to the fair value of the Shares as of the date of termination, which right is not subject to the foregoing lapsing of rights. In the event Company elects to repurchase the Shares, the stock
certificates representing the same shall forthwith be returned to Company for cancellation.



	(c)
	Exercise of Repurchase Right. Any Repurchase Right under Section 15(a) or 15(b) shall be exercised by giving notice of
exercise as provided herein to Optionee or the estate of Optionee, as applicable. The right shall be exercised, and the repurchase price shall be paid, by Company within a 90-day period
beginning on the date of notice to Company of the occurrence of the Repurchase Event (or in the case of termination of employment or retirement, beginning upon the occurrence of the Repurchase Event).
The repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares.
If Company cannot purchase all such Shares because it is unable to meet the tests set forth in California Corporations Code sections 500 and 501, Company shall have the right to purchase as many
Shares as it is permitted to purchase under such sections. Any Shares not purchased by Company under this Agreement shall no longer be subject to the provisions of this Section 15.



	(d)
	Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall first offer
to sell such Shares to Company. Optionee shall deliver to Company written notice of the intended sale, specifying the number of Shares to be sold and the proposed purchase price and terms of payment,
and granting Company an option for a period of 30 days following receipt of the notice to purchase the offered Shares upon the same terms and conditions. To exercise the option, Company shall
give notice of that fact to Optionee within such 30 day notice period and agree to pay the purchase price in the manner provided in the notice. If Company does not purchase all of
the Shares so offered during the option period, Optionee shall be under no obligation to sell any of the offered Shares to Company, but may dispose of such Shares in any lawful manner during a period
of 180 days following the end of the notice period, except that Optionee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than those offered to
Company.



	(e)
	Acceptance of Restrictions. Acceptance of the Shares shall constitute the Optionee's agreement to such restrictions and the legending
of his or her certificates with respect to the restrictions. Notwithstanding the restrictions, however, so long as the Optionee is the holder of the Shares, or any portion of them, he or she shall be
entitled to receive all dividends declared on and to vote the Shares and to all other rights of a shareholder with respect to the Shares. 









	(f)
	Permitted Transfers. Notwithstanding any provisions of this Section 15 to the contrary, the Optionee may transfer Shares
subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Optionee or any such transferee or transferees; provided, that the permitted
transferee or transferees shall hold the Shares subject to all the provisions of this Agreement (all references to the Optionee in this Agreement shall in such cases refer to the permitted transferee,
except in the case of Section 15(a)(iv) where the permitted transfer shall be deemed rescinded), and provided further, that notwithstanding any other provisions of this Agreement, a
permitted transferee may not, in turn, make permitted transfers without the written consent of the Optionee and Company.



	(g)
	Release of Restrictions on Shares. All rights and restrictions under this Section 15 shall terminate 5 years following
the date of this Agreement, or when Company's securities are publicly traded, whichever occurs earlier. 




16.  Miscellaneous.



	(a)
	Agreement
Subject to Plan; Applicable Law. This Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of the Plan
is available to Optionee, at no charge, at the principal office of Company. Any provision of this Agreement inconsistent with the Plan shall be considered void and replaced with the applicable
provision of the Plan. The Option under this Agreement has been granted, executed and delivered in the State of California, and the interpretation and enforcement shall be governed by the laws thereof
and subject to the exclusive jurisdiction of the courts therein.



	(b)
	Notices.
Any notice required to be given pursuant to this Agreement or the Plan shall be in writing and shall be deemed to have been duly delivered upon
receipt or, in the case of notices by Company,
five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Grantee at the last address provided by Grantee for use in the Company's records.



	(c)
	Entire
Agreement. This instrument constitutes the sole agreement of the parties hereto with respect to the Shares. Any prior agreements, promises or
representations concerning the Shares not included or referenced herein shall be of no force or effect. This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and
their respective transferees, heirs, legal successors, and assigns.



	(d)
	Enforcement;
Governing Law. The Option under this Agreement has been granted, executed and delivered in the State of California. This Agreement shall be
construed in accordance with, and governed by, the laws of the State of California, and subject to the exclusive jurisdiction of the courts located in Santa Clara, state of California. If Grantee
attempts to transfer any rights under this Agreement or any of the Shares subject to this Agreement, or any interest in them in violation of the terms of this Agreement, Company may apply to any court
for an injunctive order prohibiting such proposed transaction, and Company may institute and maintain proceedings against Grantee to compel specific performance of this Agreement without the necessity
of proving the existence or extent of any damages to Company. Any such attempted transaction is a material violation of this Agreement shall be null and void.



	(e)
	Designation
of Beneficiary. The Employee shall have the right to appoint any individual or legal entity in writing, on Appendix B hereto, as his
or her beneficiary to receive any Option (to the extent not previously terminated or forfeited) under this Agreement upon the Employee's death. Such designation under this Agreement may be revoked by
the Employee at any time and a new beneficiary may be appointed by the Employee by execution and submission to the Board of a revised Appendix B to this Agreement. In order to be effective, a
designation of beneficiary must be completed by the Employee on Appendix B and received to the Board, or its designee, prior to the date of the Employee's death. In the absence of such
designation, the Employee's beneficiary shall be the legal representative of the Employee's estate. 









	(f)
	Incapacity
of Employee or Beneficiary. If any person entitled to a distribution under this Agreement is deemed by the Board to be incapable of making
an election hereunder or of personally receiving and giving a valid receipt for such distribution hereunder, then, unless and until an election or claim therefore shall have been made by a duly
appointed guardian or other legal representative of such person, the Board, in its sole discretion, may provide for such election or distribution or any part thereof to be made to any other person or
institution then contributing toward or providing for the care and maintenance of such person and a complete discharge of any liability of the Board, the Corporation and the Plan therefore.



	(g)
	Counterparts.
This Agreement may be executed in one or more counterparts, which shall together constitute a valid and binding agreement.



	(h)
	Validity
of Agreement. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only on the written consent
of all parties hereto. It is intended that each section of this Agreement shall be viewed as separate and if any Section shall be held to be invalid, remaining Sections shall continue to be in full
force and effect. 



[Signature Page Follows]







    IN WITNESS WHEREOF, the parties hereto have executed this agreement. 


Stargate
Solutions, Inc. 



	

Dated:	
 	

	
 	

 
	

By:	
 	

	
 	

 
	 	 	President	 	 
	

Dated:	
 	

	
 	

 
	

 [Signature of optionee]	
 	

 




[One
of the following, as appropriate, shall be signed] 



	I certify that as of the date hereof I am unmarried.	 	By his or her signature, the spouse of Grantee hereby agrees to be bound by the provisions of the foregoing RESTRICTED STOCK PURCHASE AGREEMENT.
	

 [Signature of Grantee]	
 	

 [Signature of spouse of Grantee]







 
 

Appendix A
  
    NOTICE OF EXERCISE    
  


Stargate
Solutions, Inc.

2355 Oakland Road, Ste. 33

San Jose, CA 95131 



    Re:
Nonstatutory Stock Option 


    Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price set
forth in my option agreement: 



Nonstatutory
Stock Option Agreement dated
                                     



Number
of shares being purchased:
                                         
   


Exercise
Price:                                      Dollars
($                            ). 




A
check in the amount of the aggregate price of the shares being purchased is attached. 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof I will not
sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal or state securities laws. 


I
understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state or federal law or
regulation applicable to the issuance or delivery of the Option Shares. 


Further,
I understand that, as a result of this exercise of rights, I will recognize income in an amount equal to the amount by which the fair market value of the Shares exceeds the exercise price. I
agree to report such income in accordance with then applicable law and to cooperate with Company in establishing the withholding and corresponding deduction to Company for its income tax purposes. 


I
agree to provide to Company such additional documents or information as may be required pursuant to Company's 1999 Incentive Stock Plan. 



	

Dated:	
 	

	
 	

 
	

 [Signature]	
 	

 
	

 [Name of Optionee]	
 	

 







 
 

Appendix B
  
    DESIGNATION OF BENEFICIARY FOR THE INCENTIVE STOCK OPTION
  AGREEMENT PURSUANT TO THE STARGATE SOLUTIONS, INC. 1999
  INCENTIVE STOCK PLAN    
  



	Name of Employee:	 	
	 
	

Original Date of Agreement:	
 	

	

 





If
I shall cease to be an Employee of the Company, a parent corporation or a subsidiary, by reason of my death, or if I shall die after I have terminated my employment with the Company, its parent or
a subsidiary, but, prior to the expiration of the Option (as provided in the Agreement), then all rights to the Option granted under this Agreement that I hereby hold upon my death, to the extent not
previously terminated or forfeited, shall be transferred to              (insert name of beneficiary) in the manner provided for in the Plan and the Agreement. 



	
 [Employee's Signature]	 	 
	

 Date	
 	

 





Receipt
acknowledged on behalf of Company (Must be Officer of Company) 



	by:	 	
	 
	 	 	[Print Name and Title]	 
	

 	
 	

	

 
	 	 	[Authorized Signature]	 
	

Date:	
 	

	

 









 
 

Exhibit C    
  


 
 

STARGATE SOLUTIONS, INC.
  NONSTATUTORY STOCK OPTION AGREEMENT    
  


    THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement') is made and entered into as of the date set forth in section 1(a) below, by and between Stargate
Solutions, Inc., a California corporation ("Company"), and the Director listed in section 1(b), below ("Optionee"). 


    In
consideration of the covenants set forth in this Agreement, the parties agree as follows: 



	
 I.	
 	

Option Information.





	

 	
A. Date of Option:	
 	


	

 	
B. Optionee:	
 	


	

 	
C. Number of Shares:	
 	


	

 	
D. Exercise Price:	
 	







	
II.	
 	

Acknowledgements.





    A.  Optionee is a director of Company. 


    B.  The Board of Directors (the "Board" which term shall include an authorized committee of the Board of Directors) and
shareholders of Company have heretofore adopted a 1999 Incentive Stock Plan (the "Plan"), pursuant to which this Option is being granted; and 


    C.  The Board has authorized the granting to Optionee of a nonstatutory stock option ("Option") to purchase shares of
common stock of Company ("Stock") upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act')
provided by Rule 701 thereunder. 



	III.	 	Shares; Price. Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c)
above (the "Shares") for cash (or other consideration as is authorized under the Plan and acceptable to the Board, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the "Exercise Price"), such price
being not less than eighty-five percent (85%) of the fair market value per share of the Shares covered by this Option as of the date of this Agreement (unless Optionee is the owner of Stock possessing ten percent (10%) or more of the total voting
power or value of all outstanding Stock of Company, in which case the Exercise Price shall be no less than one hundred ten percent (110%) of the fair market value of such Stock).
	

IV.	
 	

Term of Option; Continuation of Service. This Option shall expire, and all rights under it to purchase the Shares, shall terminate 5 years from the vesting of all Options granted under this agreement, subject to earlier
termination under Sections 7 and 8 below. Nothing contained in this Agreement shall be construed to interfere in any way with the right of Company or its shareholders to remove or not elect Optionee as a Director of the Company, or to increase or
decrease the compensation of Directors from the rate in effect at the date of this Agreement.







	

V.	
 	

Vesting of Option. Subject to the provisions of Sections 7 and 8 of this Agreement, this Option shall become exercisable during the term that Optionee serves as a Director of Company in three equal annual installments of
thirty-three and one-third percent (331/3%) of the Shares covered by this Option, the first installment to be exercisable on the first anniversary of the date of this Option, with an additional thirty-three and one third
percent (331/3%) of such Shares becoming exercisable on each of the two Successive anniversary dates. The installments shall be cumulative (that is, this option may be exercised, as to any or all shares covered by an
installment, at any time or times after an installment becomes exercisable and until expiration or termination of this Option).
	

VI.	
 	

Exercise. This Option shall be exercised by delivery to Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of
Notice of Exercise attached to this Agreement as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent
with the Plan), and (c) a written investment representation as provided for in Section 13 of this Agreement. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be
exercisable only by Optionee during his or her lifetime.
	

VII.	
 	

Termination of Service. If Optionee shall cease to serve as a Director of Company for any reason, no further installments shall vest pursuant to Section 5, and the maximum number of Shares that Optionee may purchase
pursuant to this Option shall be limited to the number of Shares that were vested as of the date Optionee ceases to be a Director (to the nearest whole Share). Thereupon, Optionee shall have the right to exercise this Option, at any time during its
remaining term, to the extent, but only to the extent, that this Option was exercisable as of the date Optionee ceases to be a Director; provided, however, if Optionee is removed as a Director pursuant to California Corporations Code section 302
or 304, the foregoing right to exercise shall automatically terminate on the date Optionee ceases to be a Director as to all Shares covered by this Option not exercised prior to termination. Unless earlier terminated, all rights under this Option
shall terminate in any event on the expiration date of this Option as defined in Section 4 of this Agreement.
	

VIII.	
 	

Death of Optionee. If Optionee shall die while a Director of Company, Optionee's personal representative or the person entitled to Optionee's rights under this Agreement may at any time within 6 months after the date of
Optionee's death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case,
that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee.
	

IX.	
 	

No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option until the effective date of issuance of the Shares following exercise of this Option,
 and no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued except as provided in Section 7 of this Agreement.
	

X.	
 	

Recapitalization.Subject to any required action by the shareholders of Company, the number of Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the
number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by Company; provided however
that the conversion of any convertible securities of Company shall not be deemed to have been "effected without receipt of consideration by Company."





In
the event of a proposed dissolution or liquidation of Company, a merger or consolidation in which Company is not the surviving entity, or a sale of all or substantially all of the assets or capital
stock of Company (collectively, a "Reorganization"), this Option shall terminate immediately prior to the 







consummation of the proposed action, unless otherwise provided by the Board; provided, however, if Optionee shall be a Director at the time the Reorganization is approved by the stockholders, Optionee
shall have the right to exercise this Option as to all or any part of the Shares, without regard to the installment provisions of Section 5, for a period commencing no later than 30 days
prior to the consummation of such Reorganization and ending as of the Reorganization or the expiration of this Option, whichever is earlier, subject to the consummation of the Reorganization. In any
event, Company shall notify Optionee, at least 30 days prior to the consummation of such Reorganization, of his or her exercise rights, if any, and that the Option shall terminate upon the
consummation of the Reorganization. 


Subject
to any required action by the shareholders of Company, if Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the
securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of the merger or consolidation, and the installment provisions of Section 5
shall continue to apply. 


In
the event of a change in the shares of Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the same number of shares of Stock with a
par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. 


To
the extent that the foregoing adjustments relate to shares or securities of Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided in this Agreement, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall
be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by Company of shares of stock of any class or securities convertible into
shares of stock of any class. 


The
grant of this Option shall not affect in any way the right or power of Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge,
consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. 



	XI.	 	Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal and state income tax purposes, in an amount equal to the
amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then
applicable law and to cooperate with Company in establishing the amount of such income and corresponding deduction to Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as
required by law, from Optionee's then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, Company may require Optionee to make a cash payment to cover the liability as a condition of the
exercise of this Option.
	

XII.	
 	

Modification, Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or renew this Option or accept its surrender (to the extent not yet exercised) and authorize the granting of
a new option in substitution for it (to the extent not yet exercised), subject at all times to the Plan, the Code and section 260.140.41 of the Corporate Securities Rules of the California Corporations Commissioner. Notwithstanding the foregoing
provisions of this Section 12, no modification shall, without the consent of Optionee, alter to Optionee's detriment or impair any rights of Optionee under this Agreement.
	

XIII.	
 	

Investment Intent; Restrictions on Transfer.





    A.  Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each
case acquire the Shares upon such exercise for the purpose of investment and not 







with a view to, or for resale in connection with, any distribution thereof; and that upon the exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this
Option under the provisions of Sections 7 and 8 of this Agreement) shall furnish to Company a written statement to such effect, satisfactory to Company in form and substance. If the Shares represented
by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, Optionee shall be relieved of the investment representation and
agreement and shall not be required to furnish Company with the written statement. 


    B.  Optionee further represents that Optionee has had access to the financial statements or books and records of
Company, has had the opportunity to ask questions of Company concerning its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the
accuracy of such information and further represents that Optionee (either alone or in conjunction with his or her professional advisers) has such experience in and knowledge of investment, financial
and business matters with respect to investments similar to the stock of Company that Optionee is capable of evaluating the merits and risks thereof and has the capacity to protect his or her own
interest in connection therewith. 


    C.  Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates
representing the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock
dividend or other similar capital event shall bear legends in substantially the following form: 



"THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE Qualified UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES
NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM." 


"THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED              BETWEEN
COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY COMPANY UNDER CERTAIN CONDITIONS." 




The
certificates shall bear such other legend or legends as Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed
with Company's transfer agent. 



	XIV.	 	Stand-off Agreement. Optionee agrees that, in connection with any registration of Company's securities under the Securities Act, and upon the request of Company or any underwriter managing an
underwritten offering of Company's securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior written consent of Company
or such managing underwriter, as applicable, for a period of up to 1 year following the effective date of registration of the offering.
	

XV.	
 	

Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by Optionee except as provided in this Agreement.





	A.
	Repurchase Right on Termination Other Than by Removal. For the purposes of this Section, a
"Repurchase Event" shall mean an occurrence of one of the following: (i) termination of Optionee's service as a director; (ii) death of Optionee; (iii) bankruptcy of Optionee,
which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of the
marriage of Optionee, to the extent that any of the Shares are allocated as the sole and separate property 








of
Optionee's spouse pursuant thereto (in which case, this Section shall only apply to the Shares so affected). or (v) any attempted transfer by Optionee of Shares, or any interest therein, in
violation of this Agreement. Upon the occurrence of a Repurchase Event, and upon mutual agreement of Company and Optionee, Company may repurchase all or any portion of the Shares of Optionee at a
price equal to the fair value of the Shares (determined in accordance with section 260.140.50 of the Rules of the California Commissioner of Corporations) as of the date of the Repurchase
Event. 



	B.
	Repurchase Right on Removal. In the event Optionee is removed as a director pursuant to California
Corporations Code section 302 or 304, or Optionee voluntarily resigns as a director prior to the date upon which the last installment of Shares becomes exercisable pursuant to Section 5,
then Company shall have the right (but not an obligation) to repurchase Shares of Optionee at a price equal to the Exercise Price. This right of Company to repurchase Shares shall apply to one hundred
percent (100%) of the Shares for 1 year from the date of this Agreement; and shall thereafter lapse ratably in equal annual increments on each anniversary of the date of this Agreement over the
term of this Option specified in Section 4. In addition, Company shall have the right, in the sole discretion of the Board and without obligation, to repurchase upon removal or resignation all
or any portion of the Shares of Optionee, at a price equal to the fair value of the Shares as of the date of removal or resignation, which right is not subject to the foregoing lapsing of rights. In
the event Company elects to repurchase the Shares, the stock certificates representing the same shall forthwith be returned to Company for cancellation.



	C.
	Exercise of Repurchase Right. Any Repurchase Right under Sections 15(a) or 15(b) shall be exercised
by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. The right shall be exercised, and the repurchase price shall be paid, by Company within a
90 day period beginning on the date of notice to Company of the occurrence of the Repurchase Event (or in the case of termination or cessation of services as director, beginning upon the
occurrence of the Repurchase Event). The repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money
indebtedness of Optionee for the Shares. If Company cannot purchase all such Shares because it is unable to meet the tests set forth in California Corporations Code sections 500 and 501, Company shall
have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by Company under shall no longer be subject to the provisions of this
Section 15.



	D.
	Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her
lifetime, Optionee shall first offer to sell the Shares to Company. Optionee shall deliver to Company written notice of the intended sale, specifying the number of Shares to be sold and the proposed
purchase price and terms of payment, and granting Company an option for a period of 30 days following receipt of the notice to purchase the offered Shares upon the same terms and conditions. To
exercise the option, Company shall give notice of that fact to Optionee within such 30 day notice period and agree to pay the purchase price in the manner provided in the notice. If Company
does not purchase all of the Shares so offered during the option period, Optionee shall be under no obligation to sell any of the offered Shares to Company, but may dispose of such Shares in any
lawful manner during a period of 180 days following the end of the notice period, except that Optionee shall not sell any of the Shares to any other person at a lower price or upon more
favorable terms than those offered to Company.



	E.
	Acceptance of Restrictions. Acceptance of the Shares shall constitute Optionee's agreement to such
restrictions and the legending of his or her certificates with respect to the restrictions. Notwithstanding the restrictions, however, so long as Optionee is the holder of the Shares, or any portion
of them, he or she shall be entitled to receive all dividends declared on and to vote the Shares and to all other rights of a shareholder with respect to the Shares. 









	F.
	Permitted Transfers. Notwithstanding any provisions in this Section 15 to the contrary,
Optionee may transfer Shares subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of Optionee or any such transferee or transferees;
provided, that the permitted transferee or transferees shall hold the Shares subject to all the provisions of this Agreement (all references to Optionee in this Agreement shall in such cases refer to
the permitted transferee, except in the case of Section 15(a)(iv) where the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding any other
provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers without the written consent of Optionee and Company.



	G.
	Release of Restrictions on Shares. All other restrictions under this Section 15 shall terminate 5 years
following the date of this Agreement, or when Company's securities are publicly traded, whichever occurs earlier.  





	XVI.	 	Miscellaneous.





	A.
	Agreement Subject to Plan; Applicable Law. This Agreement is made pursuant to the Plan and shall be interpreted to
comply therewith. A copy of the Plan is available to Optionee, at no charge, at the principal office of Company. Any provision of this Agreement inconsistent with the Plan shall be considered void and
replaced with the applicable provision of the Plan. The Option under this Agreement has been granted, executed and delivered in the State of California, and the interpretation and enforcement shall be
governed by the laws thereof and subject to the exclusive jurisdiction of the courts therein.



	B.
	Notices. Any notice required to be given pursuant to this Agreement or the Plan shall be in writing and shall be deemed
to have been duly delivered upon receipt or, in the case of notices by Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Grantee at the last address provided
by Grantee for use in the Company's records.



	C.
	Entire Agreement. This instrument constitutes the sole agreement of the parties hereto with respect to the Shares. Any
prior agreements, promises or representations concerning the Shares not included or referenced herein shall be of no force or effect. This Agreement shall be binding on, and shall inure to the benefit
of, the Parties hereto and their respective transferees, heirs, legal successors, and assigns.



	D.
	Enforcement; Governing Law. The Option under this Agreement has been granted, executed and delivered in the State of
California. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California, and subject to the exclusive jurisdiction of the courts located in Santa Clara,
state of California. If Grantee attempts to transfer any rights under this Agreement or any of the Shares subject to this Agreement, or any interest in them in violation of the terms of this
Agreement, Company may apply to any court for an injunctive order prohibiting such proposed transaction, and Company may institute and maintain proceedings against Grantee to compel specific
performance of this Agreement without the necessity of proving the existence or extent of any damages to Company. Any such attempted transaction is a material violation of this Agreement shall be null
and void.



	E.
	Designation of Beneficiary. The Grantee shall have the right to appoint any individual or legal entity in writing, on
Appendix B hereto, as his or her beneficiary to receive any Option (to the extent not previously terminated or forfeited) under this Agreement upon the Grantee's death. Such designation under
this Agreement may be revoked by the Grantee at any time and a new beneficiary may be appointed by the Grantee by execution and submission to the Board of a revised Appendix B to this
Agreement. In order to be effective, a designation of beneficiary must be completed by the Grantee on Appendix B and received to the Board, or its designee, prior to the date of the Grantee's
death. In the absence of such designation, the Grantee's beneficiary shall be the legal representative of the Grantee's estate. 









	F.
	Incapacity of Grantee or Beneficiary. If any person entitled to a distribution under this Agreement is deemed by the
Board to be incapable of making an election hereunder or of personally receiving and giving a valid receipt for such distribution hereunder, then, unless and until an election or claim therefore shall
have been made by a duly appointed guardian or other legal representative of such person, the Board, in its sole discretion, may provide for such election or distribution or any part thereof to be
made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such distribution shall be a distribution for the account of such person
and a complete discharge of any liability of the Board, the Corporation and the Plan therefore.



	G.
	Counterparts. This Agreement may be executed in one or more counterparts, which shall together constitute a valid and
binding agreement.



	H.
	Validity of Agreement. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in
part, only on the written consent of all parties hereto. It is intended that each section of this Agreement shall be viewed as separate and if any Section shall be held to be invalid, remaining
Sections shall continue to be in full force and effect. 



[Signature Page Follows]  







    IN WITNESS WHEREOF, the parties hereto have executed this effective the date set-forth in section 1(a), above. 


Stargate
Solutions, Inc. 



	

Dated:	
 	

	
 	

 
	

By:	
 	

	
 	

 
	 	 	President	 	 
	

Dated:	
 	

	
 	

 
	

 [Signature of optionee]	
 	

 




[One
of the following, as appropriate, shall be signed] 



	

I certify that as of the date hereof I am unmarried.	
 	

By his or her signature, the spouse of Optionee hereby agrees to be bound by the provisions of the foregoing NONSTATUTORY STOCK OPTION AGREEMENT.
	

 [Signature of optionee]	
 	

 [Signature of spouse of optionee]







Appendix A

NOTICE OF EXERCISE  


Stargate
Solutions, Inc.

2355 Oakland Road, Ste. 33

San Jose, CA 95131 


    Re:
Nonstatutory Stock Option 


    Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that f elect to purchase the number of shares set forth below at the exercise price set
forth in my option agreement: 



Nonstatutory
Stock Option Agreement dated
                                     


Number
of shares being purchased:
                                         
   


Exercise
Price:                                      Dollars
($                            ).
 




A
check in the amount of the aggregate price of the shares being purchased is attached. 


I
hereby confirm that the shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, my distribution thereof. I will not sell
or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal or state securities laws. 


I
understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state or federal law or
regulation applicable to the issuance or delivery of the Option Shares. 


Further,
I understand that, as a result of this exercise of rights, I will recognize income in an amount equal to the amount by which the fair market value of the Shares exceeds the exercise price. I
agree to report such income in accordance with then applicable law and to cooperate with Company in establishing the withholding and corresponding deduction to Company for its income tax purposes. 


I
agree to provide to Company such additional documents or information as may be required pursuant to Company's 1999 Incentive Stock Plan. 



	

Dated:	
 	

	
 	

 
	

 [Signature]	
 	

 
	

 [Name of Optionee]	
 	

 







 
 

APPENDIX B
  
    DESIGNATION OF BENEFICIARY FOR THE NONSTATUTORY STOCK OPTION
  AGREEMENT PURSUANT TO THE STARGATE SOLUTIONS, INC.
  1999 INCENTIVE STOCK PLAN    
  



	Name of Employee:	 	
	 
	

Original Date of Agreement:	
 	

	

 





If
I shall cease to be a Director of the Company, a parent corporation or a subsidiary, by reason of my death, or if I shall die after I have terminated my services to the Company, its parent or a
subsidiary, but, prior to the expiration of the Option (as provided in the Agreement), then all rights to the Option granted under this Agreement that I hereby hold upon my death, to the extent not
previously terminated or forfeited, shall be transferred to              (insert name of beneficiary) in the manner provided for in the Plan and the Agreement. 



	
 [Director's Signature]	 	 
	

 Date	
 	

 





Receipt
acknowledged on behalf of Company (Must be Officer of Company) 



	by:	 	
	 
	 	 	[Print Name and Title]	 
	

 	
 	

	

 
	 	 	[Authorized Signature]	 
	

Date:	
 	

	

 









 
 

Exhibit D    
  


 
 

STARGATE SOLUTIONS, INC.    
  


 
 

NONSTATUTORY STOCK OPTION AGREEMENT    



    THIS
NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement') is made and entered into as of the date set forth below, by and between Stargate Solutions, Inc., a California
corporation ("Company"), and the consultant listed in Section 1.b., below ("Optionee"). 


    In
consideration of the covenants set forth in this Agreement, the parties agree as follows: 


1.  Option Information.  



	 
	 	 
	 	 
	 	 

	 	 	a.	 	Date of Option:	 	 
	 	 	 	 	 	 	

	 	 	b.	 	Optionee:	 	 
	 	 	 	 	 	 	

	 	 	c.	 	Number of Shares:	 	 
	 	 	 	 	 	 	

	 	 	d.	 	Exercise Price:	 	 
	 	 	 	 	 	 	






2.  Acknowledgements.  


      (a) Optionee
is an independent consultant to Company, not an employee. The Board of Directors (the "Board" which term shall include an authorized
committee of the Board of Directors) and shareholders of Company have heretofore adopted a 1999 Incentive Stock Plan (the "Plan"), pursuant to which this Option is being granted. 


      (b)  The
Board has authorized the granting to Optionee of a nonstatutory stock option ("Option") to purchase shares of common stock of Company
("Stock") upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act') provided by
Rule 701 thereunder. 


3.   Shares; Price.  Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other consideration as is authorized under the Plan and acceptable to the Board, in
their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the "Exercise Price"), such price being not less than eighty-five percent (85%) of the
fair market value per share of the Shares covered by this Option as of the date of this Option (unless Optionee is the owner of Stock possessing ten percent (10%) or more of the total voting power or
value of all outstanding Stock of Company, in which case the Exercise Price shall be no less than one hundred ten percent (110%) of the fair market value of such Stock). 


4.   Term of Option.  This Option shall expire, and all rights under it to purchase the Shares, shall terminate
5 years from the vesting of all Options granted under this agreement, subject to earlier termination under Section 7 and 8 below. Nothing contained in this Agreement shall be construed
to interfere in any way with the right of Company to terminate Optionee as a consultant to Company, or to increase or decrease the compensation paid to Optionee from the rate in effect as of the date
of this Agreement. 


5.   Vesting of Option.  Subject to the provisions of Sections 7 and 8 of this Agreement, this Option shall become
exercisable during the period that Optionee serves as a consultant of Company in equal annual installments, each installment covering a fraction of the Shares, the numerator of which is one and the
denominator of which is the number of years in the term of this Option (not to exceed 5). The first installment shall become exercisable on the first anniversary of the date of this Option, and an
additional installment shall become exercisable on each successive anniversary date during the term of this Option, except the last such anniversary date. The final installment shall become
exercisable 90 days prior to the expiration of the term of this Option. The installments shall be cumulative (that is, 







this option may be exercised, as to any or all shares covered by an installment, at any time or times after an installment becomes exercisable and until expiration or termination of this option). 



6.   Exercise.  This Option shall be exercised by delivery to Company of (a) written notice of exercise stating the
number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached to this Agreement as Appendix A, (b) a check or
cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a
written investment representation as provided for in Section 13 of this Agreement. This Option shall not be assignable or transferable, except by will or by the laws of descent and
distribution, and shall be exercisable only by Optionee during his or her lifetime. 


7.   Termination of Service.  If Optionee's service as a consultant to Company terminates for any reason, no further
installments shall vest pursuant to Section 5, and Optionee shall have the right at any time within 90 days following such termination of services or the remaining term of this Option,
whichever is the lesser, to exercise in whole or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the date Optionee ceased to be a consultant to
Company; provided, however. 


    (a) If
Optionee is permanently disabled (within the meaning of Code section 22(e)(3)) at the time of termination, the foregoing 90 day period shall be
extended to 6 months; or 


    (b) If
Optionee is terminated for reasons that would justify a termination of employment "for cause" as contemplated by California Labor Code section 2922 and
case law related thereto, the foregoing right to exercise shall automatically terminate on the date Optionee ceases to be a consultant to Company as to all Shares covered by this Option not exercised
prior to termination. Unless earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 of this Agreement. 


8.   Death of Optionee.  If the Optionee shall die while serving as a consultant to Company, Optionee's personal
representative or the person entitled to Optionee's rights hereunder may at any time within 6 months after the date of Optionee's death, or during the remaining term of this Option, whichever
is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case,
that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee. 


9.   No Rights as Shareholder.  Optionee shall have no rights as a shareholder with respect to the Shares covered by any
installment of this Option until the effective date of the issuance of shares following exercise of this to Option, and no adjustment will be made for dividends or other rights for which the record
date is prior to the date such stock certificate or certificates are issued except as provided in Section 10 of this Agreement. 


10.   Recapitalization.  Subject to any required action by the shareholders of Company, the number of Shares covered by
this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or
the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by Company; provided however that the conversion of any
convertible securities of Company shall not be deemed to have been "effected without receipt of consideration by Company." 


In
the event of a proposed dissolution or liquidation of Company, a merger or consolidation in which Company is not the surviving entity, or a sale of all or substantially all of the assets or capital
stock of Company (collectively, a "Reorganization"), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall
be no later than the consummation of the proposed action; provided, however, if Optionee shall be a consultant at the time such Reorganization is approved by the stockholders, the Board may grant to
Optionee, in its sole and absolute discretion, the right to exercise this Option as to all or any part of the Shares, 







without regard to the installment provisions of Section 5, for a period beginning no later than 30 days prior to the consummation of such Reorganization and ending as of the
Reorganization or the expiration of this Option, whichever is earlier, subject to the consummation of the Reorganization. In
any event, Company shall notify Optionee, at least 30 days prior to the consummation of such Reorganization, of his or her exercise rights, if any, and that the Option shall terminate upon the
consummation of the Reorganization. 


Subject
to any required action by the shareholders of Company, if Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the
securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of the merger or consolidation, and the installment provisions of Section 5
shall continue to apply. 


In
the event of a change in the shares of Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the same number of shares of Stock with a
par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. 


To
the extent that the foregoing adjustments relate to shares or securities of Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided in this Agreement, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall
be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by Company of shares of stock of any class or securities convertible into
shares of stock of any class. 


The
grant of this Option shall not affect in any way the right or power of Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge,
consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. 


11.   Taxation upon Exercise of Option.  Optionee understands that, upon exercise of this Option, Optionee will recognize
income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the Exercise Price. The
acceptance of the Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of
such income and corresponding deduction to Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from
Optionee's then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, Company may require Optionee to make a cash payment to cover the liability
as a condition of the exercise of this Option. 


12.   Modification, Extension and Renewal of Options.  The Board or Committee, as described in the Plan, may modify, extend
or renew this Option or accept its surrender (to the extent not yet exercised) and authorize the granting of a new option in substitution for it (to the extent not yet exercised), subject at
all times to the Plan, the Code and section 260.140.41 of the Corporate Securities Rules of the California Corporations Commissioner. Notwithstanding the provisions of this Section 12,
no modification shall, without the consent of the Optionee, alter to the Optionee's detriment or impair any rights of Optionee hereunder. 


13.   Investment Intent; Restrictions on Transfer.


    (a) Optionee
represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the
purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon the exercise of this Option in whole or in part, Optionee (or any person or
persons entitled to exercise this Option under the provisions of Sections 7 and 8 of this Agreement) shall furnish to Company a written statement to such effect, satisfactory to Company in form and
substance. If the Shares represented by 








this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the investment representation and
agreement and shall not be required to furnish Company with the written statement. 


    (b) Optionee
further represents that Optionee has had access to the financial statements or books and records of Company, has had the opportunity to ask questions of
Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information, and further represents that
Optionee (either alone or in conjunction with his or her professional advisers) has such experience in and knowledge of investment, financial and business matters with respect to investments similar
to the stock of Company that Optionee is capable of evaluating the merits and risks thereof and has the capacity to protect his or her own interest in connection therewith. 


    (c) Unless
and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any certificates
subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear
legends in substantially the following form: 




"THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE.
NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS
OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM."




"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED            BETWEEN COMPANY AND THE
ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY COMPANY UNDER CERTAIN CONDITIONS."



    The
certificates shall bear such other legend or legends as Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with Company's transfer agent. 




14.   Stand-off Agreement.  Optionee agrees that, in connection with any registration of Company's securities
under the Securities Act, and upon the request of Company or any underwriter managing an underwritten offering of Company's securities, Optionee shall not sell, short any sale of, loan, grant an
option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior written consent of Company or such managing underwriter, as applicable, for a
period of up to 1 year following the effective date of registration of such offering. 


15.   Restriction Upon Transfer.  The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged
or otherwise hypothecated by the Optionee except as provided in this Agreement. 


    (a) Repurchase Right on Termination Other Than for Cause. For the purposes of this Section, a "Repurchase Event" shall
mean an occurrence of one of the following: (i) termination of Optionee's service as a consultant, voluntary or involuntary and with or without cause; (ii) retirement or death of
Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent
jurisdiction; (iv) dissolution of the marriage of Optionee, to the extent that any of the Shares are allocated as the sole and separate property of Optionee's spouse pursuant thereto (in which
case, this Section shall only apply to the Shares so affected); or (v) any attempted transfer by the Optionee of Shares, or any interest therein, in violation of this Agreement. Upon the
Occurrence of a Repurchase Event, Company shall have the right (but not an obligation) to repurchase all or any Portion of the Shares of Optionee 







at a price equal to the fair value of the Shares (determined in accordance with section 260.140.50 of the Rules of the California Commissioner of Corporations) as of the date of the Repurchase
Event. 


    (b) Repurchase Right on Termination for Cause. In the event Company terminates Optionee's service as a consultant "for
cause" (as contemplated by Section 7), then Company shall have the right (but not an obligation) to repurchase Shares of Optionee a price equal to the Exercise Price. This right of Company to
repurchase Shares shall apply to one hundred percent (100%) of the Shares for 1 year
from the date of this Agreement; and shall thereafter lapse ratably in equal annual increments on each anniversary of the date of this Agreement over the term of this Option specified in
Section 4. In addition, Company shall have the right, in the sole discretion of the Board and without obligation, to repurchase upon any such termination of service for cause all or any portion
of the Shares of Optionee, at a price equal to the fair value of the Shares as of the date of termination, which right is not subject to the foregoing lapsing of rights. In the event Company elects to
repurchase the Shares, the stock certificates representing the same shall forthwith be returned to Company for cancellation. 


    (c) Exercise of Repurchase Right. Any repurchase right under Sections 15(a) or 15(b) shall be exercised by giving notice
of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and Company thereunder shall pay the repurchase price, within a 90-day
period beginning the date of notice to Company of the occurrence of the Repurchase Event (or in the case of termination of services, beginning upon the occurrence of Repurchase Event). The repurchase
price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If Company
cannot purchase all such Shares because it is unable to meet the tests set forth in California Corporations Code sections 500 and 501, Company shall have the right to purchase as many Shares as it is
permitted to purchase under such sections. Any Shares not purchased by Company under this Agreement shall no longer be subject to the provisions of this Section 15. 


    (d) Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee
shall first offer to sell the Shares to Company. Optionee shall deliver to Company written notice of the intended sale, specifying the number of Shares to be sold and the proposed purchase price and
terms of payment, and granting Company an option for a period of 30 days following receipt of the notice to purchase the offered Shares upon the same terms and conditions. To exercise the
option, Company shall give notice of that fact to Optionee within such 30-day notice period and agree to pay the purchase price in the manner provided in the notice. If Company does not
purchase all of the Shares so offered during the option period, Optionee shall be under no obligation to sell any of the offered Shares to Company, but may dispose of such Shares in any lawful manner
during a period of 180 days following the end of the notice period, except that Optionee shall not sell any of the Shares to any other person at a lower price or upon more favorable terms than
those offered to Company. 


    (e) Acceptance of Restrictions. Acceptance of the Shares shall constitute the Optionee's agreement to such restrictions
and the legending of his or her certificates with respect to the restrictions. Notwithstanding the restrictions, however, so long as the Optionee is the holder of the Shares, or any portion thereof,
he or she shall be entitled to receive all dividends declared on and to vote the Shares and to all other rights of a shareholder with respect to the Shares. 


    (f)  Permitted Transfers. Notwithstanding any provisions of this Section 15 to the contrary, the Optionee may
transfer Shares subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Optionee or any such transferee or transferees; provided, that
the permitted transferee or transferees shall hold the Shares subject to all the provisions of this Agreement (all references to the Optionee in this Agreement shall in such cases refer to the
permitted transferee, except in the case of Section 15(a)(iv) where the permitted transfer shall be deemed rescinded); and provided further, that notwithstanding any other provisions of
this Agreement, a permitted transferee may not, in turn, make permitted transfers without the written consent of the Optionee and Company. 







    (g) Release of Restrictions on Shares. All rights and restrictions under this Section 15 shall terminate
5 years following the date of this Agreement, or when Company's securities are publicly traded, whichever occurs earlier. 


16.   Miscellaneous.


    (a) Agreement
Subject to Plan; Applicable Law. This Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. A
copy of the Plan is available to Optionee, at no charge, at the principal office of Company. Any provision of this Agreement inconsistent with the Plan shall be considered void and replaced with the
applicable provision of the Plan. The Option under this Agreement has been granted, executed and delivered in the State of California, and the laws shall govern the interpretation and enforcement
thereof and subject to the exclusive jurisdiction of the courts therein. 


    (b) Notices.
Any notice required to be given pursuant to this Agreement or the Plan shall be in writing and shall be deemed to have been
duly delivered upon receipt or, in the case of notices by Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Grantee at the last address provided by Grantee
for use in the Company's records. 


    (c) Entire
Agreement. This instrument constitutes the sole agreement of the parties hereto with respect to the Shares. Any prior
agreements, promises or representations concerning the Shares not included or referenced herein shall be of no force or effect. This Agreement shall be binding on, and shall inure to the benefit of,
the Parties hereto and their respective transferees, heirs, legal successors, and assigns. 


    (d) Enforcement;
Governing Law. This Option under this Agreement has been granted, executed and delivered in the State of California. This
Agreement shall be construed in accordance with, and governed by, the laws of the State of California, and subject to the exclusive jurisdiction of the courts located in Santa Clara, state of
California. If Grantee attempts to transfer any of the Shares subject to this Agreement, or any interest in them in violation of the terms of this Agreement, the Company may apply to any court for an
injunctive order prohibiting such proposed transaction, and the Company may institute and maintain proceedings against Grantee to compel specific performance of this Agreement without the necessity of
proving the existence or extent of any damages to the Company. Any such attempted transaction is a material violation of this Agreement shall be null and void. 


    (e) Designation
of Beneficiary. The Grantee shall have the right to appoint any individual or legal entity in writing, on Appendix B
hereto, as his or her beneficiary to receive any Option (to the extent not previously terminated or forfeited) under this Agreement upon the Grantee's death. Such designation under this Agreement may
be revoked by the Grantee at any time and a new beneficiary may be appointed by the Grantee by execution and submission to the Board of a revised Appendix B to this Agreement. In order to be
effective, a designation of beneficiary must be completed by the Grantee on Appendix B and received to the Board, or its designee, prior to the date of the Grantee's death. In the absence of
such designation, the Grantee's beneficiary shall be the legal representative of the Grantee's estate. 


    (f)  Incapacity
of Grantee or Beneficiary. If any person entitled to a distribution under this Agreement is deemed by the Board to be
incapable of making an election hereunder or of personally receiving and giving a valid receipt for such distribution hereunder, then, unless and until an election or claim therefore shall have been
made by a duly appointed guardian or other legal representative of such person, the Board, in its sole discretion, may provide for such election or distribution or any part thereof to be made to any
other person or institution then contributing toward or providing for the care and maintenance of such person. Any such distribution shall be a distribution for the account of such person and a
complete discharge of any liability of the Board, the Corporation and the Plan therefore. 


    (g) Counterparts.
This Agreement may be executed in one or more counterparts, which shall together constitute a valid and binding
agreement. 







    (h) Validity of Agreement. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only on the
written consent of all parties hereto. It is intended that each section of this Agreement shall be viewed as separate and if any Section shall be held to be invalid, remaining Sections shall continue
to be in full force and effect. 


[Signature Page Follows]  







    IN WITNESS WHEREOF, the parties hereto have executed this agreement effective as of the date set-forth in section 1(a) above. 



	 
	 	 
	 	 

	Stargate Solutions, Inc.	 	 
	

Dated:	
 	

 	
 	

 
	 	 	
	 	 
	

By:	
 	

 	
 	

 
	 	 	
 President	 	 
	

Dated:	
 	

 	
 	

 
	 	 	
	 	 
	

 [Signature of Optionee]	
 	

 
	

[One of the following, as appropriate, shall be signed]
	

I certify that as of the date hereof I am unmarried.	
 	

By his or her signature, the spouse of I am

Optionee hereby agrees to be bound by the provisions of the foregoing NONSTATUTORY STOCK OPTION AGREEMENT.
	

 [Signature of optioned]	
 	

 [Signature of spouse of optioned]







 
 

Appendix A
  
    NOTICE OF EXERCISE    
  


Stargate
Solutions, Inc.

2355 Oakland Road, Ste. 33

San Jose, CA 95131 


Re: Nonstatutory Stock Option  


Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price set forth in my option
agreement: 


    Nonstatutory
Stock Option Agreement dated
                                     



    Number
of shares being purchased:                                     



    Exercise
Price:                          Dollars ($
                        ). 



A
check in the amount of the aggregate price of the shares being purchased is attached. 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. I will not
sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal or state securities laws. 


I
understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state or federal law or
regulation applicable to the issuance or delivery of the Option Shares. 


Further,
I understand that, as a result of this exercise of rights, I will recognize income in an of amount equal to the amount by which the fair market value of the Shares exceeds the exercise price.
I agree to report such income in accordance with then applicable law and to cooperate with Company in establishing the withholding and corresponding deduction to Company for its income tax purposes. 


I
agree to provide to Company such additional documents or information as may be required pursuant to Company's 1999 Incentive Stock Plan. 



	 
	 	 

	Dated:	 	 
	 	 	

	

 [Signature]
	

 	
 	


	[Name of Optionee]







 
 

Appendix B
  
    DESIGNATION OF BENEFICIARY FOR THE NONSTATUTORY STOCK OPTION
  AGREEMENT PURSUANT TO THE STARGATE SOLUTIONS, INC.
  1999 INCENTIVE STOCK PLAN    
  



Name
of Optionee:                                     


Original
Date of Agreement:                                    



If
I shall cease to be a Consultant of the Company, a parent corporation or a subsidiary, by reason of my death, or if I shall die after I have terminated my services to the Company, its parent or a
subsidiary, but, prior to the expiration of the Option (as provided in the Agreement), then all rights to the Option granted under this Agreement that I hereby hold upon my death, to the extent not
previously terminated or forfeited, shall be transferred to            (insert name of beneficiary) in the manner provided for in the Plan and the Agreement. 



	 

	
 [Consultant's Signature]
	

 Date





Receipt
acknowledged on behalf of the Company (Must be Officer of Company) 



	 
	 	 

	By:	 	 
	 	 	
 [Print Name and Title]
	

 	
 	

 [Authorized Signature]
	

Dated:	
 	

 
	 	 	










 
 

Exhibit E    
  


 
 

STARGATE SOLUTIONS, INC.    
  


 
 

STOCK AWARD AGREEMENT    
  


    THIS STOCK AWARD AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between Stargate Solutions, Inc., a California
corporation (the "Company"), and the employee, director, or consultant of the Company named in Section 1(b). ("Grantee"): 




In consideration of the covenants herein set forth, the parties hereto agree as follows:  



	1.
	 Stock Award Information.





	 
	 	 
	 	 
	 	 

	 	 	(a)	 	Date of Award:	 	 
	 	 	 	 	 	 	

	 	 	(b)	 	Grantee:	 	 
	 	 	 	 	 	 	

	 	 	(c)	 	Number of Shares:	 	 
	 	 	 	 	 	 	

	 	 	(d)	 	Original Value:	 	 
	 	 	 	 	 	 	






	2.
	Acknowledgements.
	(a)
	Grantee
is a [employee/director/consultant] of the Company.



	(b)
	The
Company has adopted a 1999 Incentive Stock Plan (the "Plan") under which the Company's common stock ("Stock") may be offered to directors, officers, employees and consultants
pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Rule 701 thereunder. 





	3.
	Shares: Value. The Company hereby grants to Grantee, upon and subject to the terms and conditions herein stated, the number of shares
of Stock set forth in Section 1(c) (the "Shares"), which Shares have a fair value per share ("Original Value") equal to the amount set forth in Section 1(d). For the purpose of this
Agreement, the terms "Share" or "Shares" shall include the original Shares plus any shares derived therefrom, regardless of the fact that the number, attributes or par value of such Shares may have
been altered by reason of any recapitalization, subdivision, consolidation, stock dividend or amendment of the corporate charter of the Company.The number of Shares covered by this Agreement and the
Original Value thereof sha11 be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a recapitalization, subdivision or consolidation of shares or the
payment of a stock dividend, or any other increase. or decrease in the number of such shares effected without receipt of consideration by the Company.



	4.
	Investment Intent. Grantee represents and agrees that Grantee is accepting Shares for the purpose of investment and not with a view
to, or for resale in connection with, any distribution thereof; and that, if requested, Grantee shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and
substance. If the Shares are registered under the Securities Act, Grantee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company
with the foregoing written statement.



	5.
	Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise
hypothecated by the Grantee except as hereinafter provided. 
	(a)
	Repurchase
Right on Termination Other Than for Cause. For the purpose of this Section, a "Repurchase Event" shall mean an occurrence of one of
(i) termination of Grantee's employment [or service as a director/consultant], voluntary or involuntary and with or without cause; (ii) resignation, retirement or
death of Grantee; (iii) bankruptcy of Grantee, which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of
competent jurisdiction; (iv) dissolution of the marriage of Grantee, to the extent that any of the Shares are allocated as the sole and separate property of Grantee's spouse pursuant thereto
(in 












which
case, this Section shall only apply to the Shares affected); or (v) any attempted transfer by the Grantee of Shares, or any interest therein, in violation of this Agreement. Upon the
occurrence of a Repurchase Event, the Company shall have the right (but not an obligation) to purchase all or any portion of the Shares of Grantee, at a price equal to the fair value of the Shares as
of the date of the Repurchase Event. 



	(b)
	Repurchase
Right on Termination for Cause. If Grantee's employment [or service as a director /
consultant] is terminated by the Company "for cause" (as defined below), then the Company shall have the right (but not an obligation) to purchase Shares of Grantee
at a price equal to the Original Value. Such right of the Company to purchase Shares at their Original Value shall apply to 100% of the Shares for one (1) year from the date of this Agreement;
and shall thereafter lapse at the rate of twenty percent (2O%) of the Shares on each anniversary of the date of this Agreement. In addition, the Company shall have the right, in the sole discretion of
the Board and without obligation, to repurchase upon termination for cause all or any portion of the Shares of Grantee, at a price equal to the fair value of the Shares as of the date of termination,
which right is not subject to the foregoing lapsing of rights. Termination of employment [or service as a directorlconsultant]  "for cause" means (i) as to employees or consultants, termination for
cause as contemplated by Section 2922 of the California Labor Code and case law related
thereto, or as defined in the Plan, this Agreement or in any employment [or consulting] agreement between the Company and Grantee, or (ii) as to directors, removal
pursuant to California Corporations Code Section 302 or 304 and case law related thereto. If Company elects to purchase the Shares, Grantee agrees to immediately return to Company for
cancellation the stock certificates representing such Shares.



	(c)
	Exercise
of Repurchase Right. Any Repurchase Right under Paragraphs 4(a) or 4(b) shall be exercised by giving notice of exercise as provided herein to
Grantee or the estate of Grantee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on
the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the
occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money
indebtedness of the Grantee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in California Corporations Code sections 500 and
501, and case law related thereto, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder
shall no longer be subject to the provisions of this Section 5.



	(d)
	Right
of First Refusal. In the event Grantee desires to transfer any Shares during his or her lifetime, Grantee shall first offer to sell such Shares to
the Company. Grantee shall deliver to the Company written notice of the intended sale, such notice to specify the number of Shares to be Sold, the proposed purchase price and terms of payment, and
grant the Company an option for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions. To exercise such option, the Company shall
give notice of that fact to Grantee within the thirty (30) day notice period and agree to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of
the Shares so offered during foregoing option period, Grantee shall be under no obligation to sell any of the offered Shares to the Company, but may dispose of such Shares in any lawful manner during
a period of one hundred and eighty (180) days following the end of such notice period, except that Grantee shall not sell any such Shares to any other person at a lower price or upon more
favorable terms than those offered to the Company. 









	(e)
	Acceptance
of Restrictions. Acceptance of the Shares shall constitute the Grantee's agreement to such restrictions and the legending of his or her
certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Grantee is the holder of the Shares, or any portion thereof, he or she shall be entitled to receive all
dividends declared on and to vote the Shares and to all other rights of a shareholder with respect thereto.



	(f)
	Permitted
Transfers. Notwithstanding any provisions in this Section 5 to the Contrary, the Grantee may transfer Shares subject to this Agreement
to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Grantee or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares
subject to all the provisions of this Agreement (all references to the Grantee herein shall in such cases refer to the permitted transferee, except in the case of clause (iv) of
Section 5(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding any other provisions in this Agreement, a permitted transferee may not,
in turn, make permitted transfers without the written consent of the Grantee and the Company.



	(g)
	Release
of Restrictions on Shares. All rights and restrictions under this Section 5 shall terminate five (5) years following the date of
this Agreement, or when the Company's securities are publicly traded, whichever occurs earlier. 





	6.
	Representations and Warranties of the Grantee. This Agreement and the issuance and grant of the Shares hereunder is made by the
Company in reliance upon the express representations and warranties of the Grantee, which by acceptance hereof the Grantee confirms that: 
	(a)
	The
Shares granted to Grantee pursuant to this Agreement are being acquired for Grantee's own account, for investment purposes, and not with a view to, or for sale in connection
with, any distribution of the Shares. It is understood that the Shares have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act which
depends, among other things, upon the bona fide nature of Grantee's representations as expressed herein;



	(b)
	The
Shares must be held by Grantee indefinitely unless they are subsequently registered under the Act and any applicable state securities laws, or an exemption from such
registration is available. The Company is under no obligation to register the Shares or to make available any such exemption; and



	(c)
	Grantee
further represents that Grantee has had access to the financial statements or books and records of Company, has had the opportunity to ask questions of Company concerning
its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information, and further represents that Grantee (either
alone or in conjunction with his or her professional advisers) has such experience in and knowledge of investment, financial and business matters with respect to investments similar to the stock of
Company that Grantee is capable of evaluating the merits and risks thereof and has the capacity to protect his or her own interest in connection therewith;



	(d)
	Unless
and until the Shares represented by this Grant are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in
substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in
substantially the following form: 









"THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 ("THE SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES
NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE 












OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM." 



"THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN STOCK AWARD AGREEMENT DATED *            BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER
OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS." 





The
certificates shall bear such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been
placed with the Company's transfer agent. 



	(e)
	Grantee
understands that he or she will recognize income, for Federal and state income tax purpose, in an amount equal to the amount by which the fair market value of the Shares, as
of the date of grant, exceeds the price paid by Grantee, if any. The acceptance of the Shares by Grantee shall constitute an agreement by Grantee to report such income in accordance: with then
applicable law. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Grantee's then current compensation, or, if such current compensation
is insufficient to satisfy withholding tax liability, the Company may require Grantee to make a cash payment to cover such liability. 





	7.
	Stand-off Agreement. Grantee agrees that, in connection with any registration of the Company's securities under the
Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company's securities, Grantee shall not sell, short any sale of, loan, grant an option
for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as
applicable, for a period of at least one year following the effective date of registration of such offering. This Section 7 shall survive any termination of this Agreement.



	8.
	Termination of Agreement. This Agreement shall terminate on occurrence of any one of the following events: (a) a written
agreement of all parties to that effect; (b) a merger or consolidation in which the Company is not the surviving entity or a sale of all or substantially all of the assets of the Company;
(c) the closing of any public offering of common stock of the Company pursuant to an effective registration statement under the Securities Act; or (d) dissolution, bankruptcy, or
insolvency of the Company.



	9.
	Miscellaneous.
	(a)
	Agreement
Subject to Plan; Applicable Law. This Grant is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of such Plan is
available to Grantee, at no charge, at the principal office of Company. Any provision of this Agreement inconsistent with the Plan shall be considered void and replaced with the applicable provision
of the Plan. This Grant shall be governed by the laws of the State of California and subject to the exclusive jurisdiction of the courts therein.



	(b)
	Notices.
Any notice required to be given pursuant to this Agreement or the Plan shall be in writing and shall be deemed to have been duly delivered upon
receipt or, in the case of notices by Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Grantee at the last address provided by Grantee for use in the
Company's records.



	(c)
	Entire
Agreement. This instrument constitutes the sole agreement of the parties hereto with respect to the Shares. Any prior agreements, promises or
representations concerning the Shares not included or referenced herein shall be of no force or effect. This 












Agreement
shall be binding on, and shall inure to the benefit of, the Parties hereto and their respective transferees, heirs, legal successors, and assigns. 



	(d)
	Enforcement;
Governing Law. The Stock Award under this Agreement has been granted, executed and delivered in the State of California. This Agreement
shall be construed in accordance with, and governed by, the laws of the State of California, and subject to the exclusive jurisdiction of the courts located in Santa Clara, state of California. If
Grantee attempts to transfer any rights under this Agreement or any of the Shares subject to this Agreement, Company may apply to any court for an injunctive order prohibiting such proposed
transaction, and Company may institute and maintain proceedings against Grantee to compel specific performance of this Agreement without the necessity of
proving the existence or extent of any damages to Company. Any such attempted transaction is a material violation of this Agreement shall be null and void.



	(e)
	Counterparts.
This Agreement may be executed in one or more counterparts, which shall together constitute a valid and binding agreement.



	(f)
	Validity
of Agreement. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only on the written consent
of all parties hereto. It is intended that each section of this Agreement shall be viewed as separate and if any Section shall be held to be invalid, remaining Sections shall continue to be in full
force and effect. 




[Signature Page Follows]  







    IN WITNESS WHEREOF, the parties hereto have executed this agreement effective as of the date set-forth in Section 1(a), above. 



	 
	 	 
	 	 

	Stargate Solutions, Inc.	 	 
	

Dated:	
 	

 	
 	

 
	 	 	
	 	 
	

By:	
 	

 	
 	

 
	 	 	
 President	 	 
	

Dated:	
 	

 	
 	

 
	 	 	
	 	 
	

 [Signature of Grantee]	
 	

 
	

[One of the following, as appropriate, shall be signed]
	

I certify that as of the date hereof I am unmarried.	
 	

By his or her signature, the spouse of Grantee hereby agrees to be bound by the provisions of the foregoing STOCK AWARD AGREEMENT.
	

 [Signature of Grantee]	
 	

 [Signature of spouse of Grantee]









 
 

Exhibit F    
  


 
 

STARGATE SOLUTIONS, INC.
  RESTRICTED STOCK PURCHASE AGREEMENT    
  


    THIS RESTRICTED STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between Stargate Solutions, Inc.,
a California corporation (the "Company"), and the employee, director, or consultant of Company named in Section 1(b). ("Grantee"): 



    In
consideration of the covenants herein set forth, the parties hereto agree as follows: 


1.  Stock Award Information.  



	

 	

(a) Date of Agreement:	
 	


	

 	

(b) Grantee:	
 	


	

 	

(c) Number of Shares:	
 	


	

 	

(d) Price per Share:	
 	







2.  Acknowledgements.



	(a)
	Grantee
is a [employee/director/consultant] of Company.



	(b)
	Company
has adopted a 1999 Incentive Stock Plan (the "Plan") under which Company's common stock ("Stock") may be offered to directors, officers, employees and consultants pursuant
to an
exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Rule 701 thereunder.



	(c)
	Grantee
desires to purchase shares of Company's common stock on the terms and conditions set forth herein. 




3.  Purchase of Shares. Company hereby agrees to sell and Grantee hereby agrees to purchase, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) (the "Shares"), at the price per Share set forth in Section 1(d) (the "Price"). For the purpose of this Agreement,
the term "Share" or "Shares" shall include the original Shares plus any shares derived therefrom, regardless of the fact that the number, attributes or par value of such Shares may have been altered
by reason of any recapitalization, subdivision, consolidation, stock dividend or amendment of the corporate charter of Company. The number of Shares covered by this Agreement shall be proportionately
adjusted for any increase or decrease in the number of issued shares resulting from a recapitalization, subdivision or consolidation of shares or the payment of a stock dividend, or any other increase
or decrease in the number of such 


4.  Investment Intent. Grantee represents and agrees that Grantee is accepting Shares for the purpose of investment and not with a view
to, or for resale in connection with, any distribution thereof; and that, if requested, Grantee shall furnish to Company a written statement to such effect, satisfactory to Company in form and
substance. If the Shares are registered under the Securities Act, Grantee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish Company with
the foregoing written statement. 


5.  Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise
hypothecated by Grantee except as hereinafter provided. 



	(a)
	Repurchase
Right on Termination Other Than for Cause. For the purpose of this Section, a "Repurchase Event" shall mean an occurrence of one of
(i) termination of Grantee's employment [or service as a director/consultant], voluntary or involuntary and with or without cause; (ii) resignation, retirement or
death of Grantee; (iii) bankruptcy of Grantee, which shall 








be
deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of the marriage of
Grantee, to the extent that any of the Shares are allocated as the sole and separate property of Grantee's spouse pursuant thereto (in which case, this Section shall only apply to the Shares
affected); or (v) any attempted transfer by Grantee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event, Company shall have the right
(but not an obligation) to purchase
all or any portion of the Shares of Grantee, at a price equal to the fair value of the Shares as of the date of the Repurchase Event. 



	(b)
	Repurchase
Right on Termination for Cause. If Grantee's employment [or service as a director /
consultant] is terminated by Company "for cause" (as defined below), then Company shall have the right (but not an obligation) to purchase Shares of Grantee at a
price equal to the Price. Such right of Company to purchase Shares at their Price shall apply to 100% of the Shares for one (1) year from the date of this Agreement; and shall thereafter lapse
at the rate of twenty percent (20%) of the Shares on each anniversary of the date of this Agreement. In addition, Company shall have the right, in the sole discretion of the Board and without
obligation, to repurchase upon termination for cause all or any portion of the Shares of Grantee, at a price equal to the fair value of the Shares as of the date of termination, which right is not
subject to the foregoing lapsing of rights. Termination of employment [or service as a director/consultant] "for cause" means
(i) as to employees or consultants, termination for cause as contemplated by Section 2922 of the California Labor Code and case law related thereto, or as defined in the Plan, this
Agreement or in any employment [or consulting] agreement between Company and Grantee, or (ii) as to directors, removal pursuant to California Corporations Code
Section 302 or 304 and case law related thereto. If Company elects to purchase the Shares, Grantee agrees to immediately return to Company for cancellation the stock certificates representing
such Shares.



	(c)
	Exercise
of Repurchase Right. Any Repurchase Right under Paragraphs 4(a) or 4(b) shall be exercised by giving notice of exercise as provided herein to
Grantee or the estate of Grantee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by Company within a ninety (90) day period beginning on the
date of notice to Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence
of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of
Grantee for the Shares. If Company can not purchase all such Shares because it is unable to meet the financial tests set forth in California Corporations Code sections 500 and 501, and case law
related thereto, Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by Company hereunder shall no longer be subject to
the provisions of this Section 5.



	(d)
	Right
of First Refusal. In the event Grantee desires to transfer any Shares during his or her lifetime, Grantee shall first offer to sell such Shares to
Company. Grantee shall deliver to Company written notice of the intended sale, such notice to specify the number of Shares to be Sold, the proposed purchase price and terms of payment, and grant
Company an option for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions. To exercise such option, Company shall give notice of
that fact to Grantee within the thirty (30) day notice period and agree to pay the purchase price in the manner provided in the notice. If Company does not purchase all of the Shares so offered
during foregoing option period, Grantee shall be under no obligation to sell any of the offered Shares to Company, but may dispose of such Shares in any lawful manner during a period of one hundred
and eighty (180) days following the end of such notice period, except that Grantee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than those
offered to Company. 









	(e)
	Acceptance
of Restrictions. Acceptance of the Shares shall constitute Grantee's agreement to such restrictions and the legending of his or her
certificates with respect thereto. Notwithstanding such restrictions, however, so long as Grantee is the holder of the Shares, or any portion thereof, he or she shall be entitled to receive all
dividends declared on and to vote the Shares and to all other rights of a shareholder with respect thereto.



	(f)
	Permitted
Transfers. Notwithstanding any provisions in this Section 5 to the Contrary, Grantee may transfer Shares subject to this Agreement to
his or her parents, spouse, children, or grandchildren, or a trust for the benefit of Grantee or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to
all the provisions of this Agreement (all references to Grantee herein shall in such cases refer to the permitted transferee, except in the case of clause (iv) of Section 5(a) wherein
the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted
transfers without the written consent of Grantee and Company.



	(g)
	Release
of Restrictions on Shares. All rights and restrictions under this Section 5 shall terminate five (5) years following the date of
this Agreement, or when Company's securities are publicly traded, whichever occurs earlier. 




6.  Representations and Warranties of Grantee. This Agreement and the issuance and grant of the Shares hereunder is made by Company in
reliance upon the express representations and warranties of Grantee, which by acceptance hereof Grantee confirms that: 



	(a)
	The
Shares granted to Grantee pursuant to this Agreement are being acquired for Grantee's own account, for investment purposes, and not with a view to, or for sale in connection
with, any distribution of the Shares. It is understood that the Shares have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act which
depends, among other things, upon the bona fide nature of Grantee's representations as expressed herein;



	(b)
	The
Shares must be held by Grantee indefinitely unless they are subsequently registered under the Act and any applicable state securities laws, or an exemption from such
registration is available. Company is under no obligation to register the Shares or to make available any such exemption; and



	(c)
	Grantee
further represents that Grantee has had access to the financial statements or books and records of Company, has had the opportunity to ask questions of Company concerning
its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information, and further represents that Grantee (either
alone or in conjunction
with his or her professional advisers) has such experience in and knowledge of investment, financial and business matters with respect to investments similar to the stock of Company that Grantee is
capable of evaluating the merits and risks thereof and has the capacity to protect his or her own interest in connection therewith;



	(d)
	Unless
and until the Shares represented by this Grant are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in
substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in
substantially the following form: 



"THESE
SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 ("THE SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES
NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS
PURSUANT TO EXEMPTIONS THEREFROM." 










"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN STOCK AWARD AGREEMENT DATED *             BETWEEN THE COMPANY
AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS." 





The
certificates shall bear such other legend or legends as Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed
with Company's transfer agent. 



	(e)
	Grantee
understands that he or she will recognize income, for Federal and state income tax purpose, in an amount equal to the amount by which the fair market value of the Shares, as
of the date of grant, exceeds the price paid by Grantee. The acceptance of the Shares by Grantee shall constitute an agreement by Grantee to report such income in accordance: with then applicable law.
Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Grantee's then current compensation, or, if such current compensation is insufficient
to satisfy withholding tax liability, Company may require Grantee to make a cash payment to cover such liability. 




7.  Stand-off Agreement. Grantee agrees that, in connection with any registration of Company's securities under the
Securities Act, and upon the request of Company or any underwriter managing an
underwritten offering of Company's securities, Grantee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the
offering) without the prior written consent of Company or such managing underwriter, as applicable, for a period of at least one year following the effective date of registration of such offering.
This Section 7 shall survive any termination of this Agreement. 


8.  Termination of Agreement. This Agreement shall terminate on occurrence of any one of the following events: (a) a written
agreement of all parties to that effect; (b) a merger or consolidation in which Company is not the surviving entity or a sale of all or substantially all of the assets of Company;
(c) the closing of any public offering of common stock of Company pursuant to an effective registration statement under the Securities Act; or (d) dissolution, bankruptcy, or insolvency
of Company. 


9.  Agreement Subject to Plan; Applicable Law. This Grant is made pursuant to the Plan and shall be interpreted to comply therewith. A
copy of such Plan is available to Grantee, at no charge, at the principal office of Company. Any provision of this Agreement inconsistent with the Plan shall be considered void and replaced with the
applicable provision of the Plan. This Grant shall be governed by the laws of the State of California and subject to the exclusive jurisdiction of the courts therein. 


10.  Miscellaneous.



	(a)
	Agreement
Subject to Plan. This Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of the Plan is available to
Grantee, at no charge, at the principal office of Company. Any provision of this Agreement inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan.



	(b)
	Notices.
Any notice required to be given pursuant to this Agreement or the Plan shall be in writing and shall be deemed to have been duly delivered upon
receipt or, in the case of notices by Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Grantee at the last address provided by Grantee for use in Company's
records.



	(c)
	Entire
Agreement. This instrument constitutes the sole agreement of the parties hereto with respect to the Shares. Any prior agreements, promises or
representations concerning the Shares not included or referenced herein shall be of no force or effect. This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and
their respective transferees, heirs, legal successors, and assigns.



	(d)
	Enforcement;
Governing Law. The Stock Award under this Agreement has been granted, executed and delivered in the State of California. This Agreement
shall be construed in 









accordance
with, and governed by, the laws of the State of California, and subject to the exclusive jurisdiction of the courts located in Santa Clara, state of California. If Grantee attempts to
transfer any rights under this Agreement or any of the Shares subject to this Agreement, or any interest in them in violation of the terms of this Agreement, Company may apply to any court for an
injunctive order prohibiting such proposed transaction, and Company may institute and maintain proceedings against Grantee to compel specific performance of this Agreement without the necessity of
proving the existence or extent of any damages to Company. Any such attempted transaction is a material violation of this Agreement shall be null and void. 



	(e)
	Counterparts.
This Agreement may be executed in one or more counterparts, which shall together constitute a valid and binding agreement.



	(f)
	Validity
of Agreement. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only on the written consent
of all parties hereto. It is intended that each section of this Agreement shall be viewed as separate and if any Section shall be held to be invalid, remaining Sections shall continue to be in full
force and effect. 



[Signature Page Follows]







    IN WITNESS WHEREOF, the parties hereto have executed this agreement effective the date set-forth in Section 1(a) above. 



	Stargate Solutions, Inc.	 	 
	

Dated:	
 	

	
 	

 
	

By:	
 	

	
 	

 
	 	 	President	 	 
	

Dated:	
 	

	
 	

 
	

	
 	

 
	[Signature of Grantee]	 	 




[One
of the following, as appropriate, shall be signed] 



	I certify that as of the date hereof I am unmarried.	 	By his or her signature, the spouse of Grantee hereby agrees to be bound by the provisions of the foregoing RESTRICTED STOCK PURCHASE AGREEMENT.
	

 [Signature of Grantee]	
 	

 [Signature of spouse of Grantee]









 
 

PLATYS COMMUNICATIONS, INC.
  INCENTIVE STOCK OPTION AGREEMENT    
  



    This incentive stock option agreement ("Agreement") is made and entered into as of the date set forth below, by and between Platys Communications, Inc.,
a California corporation (the "Company"), and the employee of Company named in Section 1(b) ("Optionee"). 


    In
consideration of the covenants set forth in this Agreement, the parties agree as follows: 


1.  Option Information.  



	(a)
	Date
of Option:



	(b)
	Optionee:



	(c)
	Number
of Shares:



	(d)
	Exercise
Price:  $0.00 per share 




2.  Acknowledgements.  



	(a)
	Optionee
is an employee of Company.



	(b)
	The
Board of Directors (the "Board" which term shall include an authorized committee of the Board of Directors) and shareholders of Company have heretofore adopted a 1999 Incentive
Stock Plan (the "Plan"), pursuant to which this Option is being granted.



	(c)
	The
Board has authorized the granting to Optionee an incentive stock option ("Option") as defined in Section 422 of the Internal Revenue Code, California Transactions Forms
Code of 1986, as amended, (the "Code") to purchase shares of common stock of Company ("Stock") upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act"), provided by Rule 701 thereunder. 




3.  Share Price.  


Company
hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the "Shares")
for cash (or other consideration as is authorized under the Plan and acceptable to the Board, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the
"Exercise Price"), such price being not less than the fair market value per share of the Shares covered by this Option as of the date of this Option (unless Optionee is the owner of Stock possessing
ten percent (10%) or more of the total voting power or value of all outstanding Stock of Company ("Ten Percent Holder"), in which case the Exercise Price shall be no less than one hundred ten percent
(110%) of the fair market value of such Stock). 


4.  Term of Option; Continuation of Employment.  


This
Option shall expire, and all rights hereunder to purchase the Shares shall terminate, ten years from the date hereof. This Option shall earlier terminate subject to Sections 7 and 8 of this
Agreement upon, and as of the date of, the termination of Optionee's employment if such termination occurs prior to the end of the ten-year period. Nothing contained in this Agreement
shall confer upon Optionee the right to the continuation of his or her employment by Company or to interfere with the right of Company to terminate such employment or to increase or decrease the
compensation of Optionee from the rate in existence at the date hereof. 


5.  Vesting of Option.  


Subject
to the provisions of Sections 7 and 8 of this Agreement, this Option shall become exercisable during the term of Optionee's employment in four equal annual installments of
twenty-five percent 








(25%) of the Shares covered by this Option, the first installment to be exercisable on the first anniversary of the date of this Option, with an additional twenty-five percent (25%) of the
Shares becoming exercisable on each of the three successive anniversary dates. The installments shall be cumulative (that is, this option may be exercised, as to any or all Shares covered by an
installment, at any time or times after an installment becomes exercisable and until expiration or termination of this option). 



6.  Exercise. 


This
Option shall be exercised by delivery to Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth
on the form of Notice of Exercise attached hereto as Appendix A, (b) a cashier's check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other
consideration as has been approved by the Board of Directors consistent with the Plan), and (c) a written investment representation as provided for in Section 13 of this Agreement. This
Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in
Section 8 of this Agreement. 


7.  Termination of Employment.  


If
Optionee shall cease to be employed by Company for any reason, whether voluntarily or involuntarily, other than by his or her death, Optionee (or if Optionee shall die after such termination, but
prior to such exercise date, Optionee's personal representative or the person entitled to succeed to the Option) shall have the right at any time within thirty (30) days following such
termination of employment or the remaining term of this Option, whichever is the lesser, to exercise in whole or in part this Option to the extent, but only to the extent, that this Option was
exercisable as of the date of termination of employment and had not previously been exercised; provided, however: 



	(a)
	if
Optionee is permanently disabled (within the meaning of Code section 22(e)(3)) at the time of termination, the foregoing thirty (30) day period shall be extended to
one year; or



	(b)
	if
Optionee is terminated "for cause" as that term is defined under California Labor Code section 2922 and case law related thereto, or by the terms of the Plan or this
Option Agreement or by any employment agreement between Optionee and Company, this Option shall automatically terminate as to all Shares covered by this Option not exercised prior to termination. 




Unless
earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 of this Agreement. 


8.  Death of Optionee.  


If
Optionee shall die while in the employ of Company, Optionee's personal representative or the person entitled to Optionee's rights hereunder may at any time within one year after the date of
Optionee's death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have
exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee. 


9.  No Rights as Shareholder.  


Optionee
shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option until the effective date of issuance of Shares following exercise of this Option,
and no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued except as provided in Section 10 of
this Agreement. 






10. Recapitalization.  



	(a)
	Subject
to any required action by the shareholders of Company, the number of Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any
increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such
shares effected without receipt of consideration by Company, provided, however, that the conversion of any convertible securities of Company shall not be deemed to have been "effected without receipt
of consideration by Company."



	(b)
	In
the event of a proposed dissolution or liquidation of Company, a merger or consolidation in which Company is not the surviving entity, or a sale of all or substantially all of
the assets or capital stock of Company (collectively, a "Reorganization"), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the
Board, which date shall be no later than the consummation of the Reorganization. In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, having no
obligation to do so, to substitute for any unexercised Option a stock option or capital stock of the surviving entity, as applicable, which on an equitable basis shall provide Optionee with
substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, the right for a period
commencing no later than 30 days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the
Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of Section 5; provided, however, that such exercise shall be subject to
the consummation of the Reorganization.



	(c)
	Subject
to any required action by the shareholders of Company, if Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and
apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment provisions of
Section 5 shall continue to apply.



	(d)
	In
the event of a change in the shares of Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the same number of
shares of Stock with a par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option.



	(e)
	To
the extent that the foregoing adjustments relate to shares or securities of Company, such adjustments shall be made by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided in this Agreement, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the
payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and
no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by Company of shares of stock of any class or securities
convertible into shares of stock of any class.



	(f)
	The
grant of this Option shall not affect in any way the right or power of Company to make adjustments, reclassifications, reorganizations or changes in its capital or business
structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. 




11. Additional Consideration.  


Should
the Internal Revenue Service determine that the Exercise Price established by the Board as the fair market value per Share is less than the fair market value per Share as of the date of Option
grant, Optionee hereby agrees to tender such additional consideration, or agrees to tender upon exercise of 








all or a portion of this Option, such fair market value per Share as is determined by the Internal Revenue Service. 


12. Modification, Extension and Renewal of Options.  


The
Board or Committee, as described in the Plan, may modify, extend or renew this Option or accept its surrender (to the extent not yet exercised) and authorize the granting of a new option in
substitution for it (to the extent not yet exercised), subject at all times to the Plan, Code section 422 and section 260.140.41 of the Corporate Securities Rules of the California
Corporations Commissioner. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of Optionee, alter to Optionee's detriment or impair any
rights of Optionee under this Agreement. 


13. Investment Intent; Restrictions on Transfer.  



	(a)
	Optionee
represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of
investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon the exercise of this Option in whole or in part, Optionee (or any person or persons
entitled to exercise this Option under
the provisions of Sections 7 and 8 of this Agreement) shall furnish to Company a written statement to such effect, satisfactory to Company in form and substance. If the Shares represented by
this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, Optionee shall be relieved of the investment representation and agreement
and shall not be required to furnish Company with the written statement.



	(b)
	Optionee
further represents that Optionee has had access to the financial statements or books and records of Company, has had the opportunity to ask questions of Company concerning
its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information and further represents that Optionee (either
alone or in conjunction with his or her professional advisers) has such experience in and knowledge of investment, financial and business matters with respect to investments similar to the stock of
Company that Optionee is capable of evaluating the merits and risks thereof and has the capacity to protect his or her own interest in connection therewith.



	(c)
	Unless
and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in
substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in
substantially the following form: 




"THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE.
NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS
OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM."


"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN INCENTIVE STOCK OPTION AGREEMENT DATED            BETWEEN COMPANY AND THE ISSUEE
WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY COMPANY UNDER CERTAIN CONDITIONS."






The
certificates shall bear such other legend or legends as Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed
with Company's transfer agent. 







14. Effects of Early Disposition.  


Optionee
understands that if an Optionee disposes of shares acquired hereunder within 2 years after the date of this Option or within 1 year after the date of issuance of such shares to
Optionee, Optionee will be treated for income tax purposes as having received ordinary income at the time of the disposition of an amount generally measured by the difference between the purchase
price and the fair market value of such stock on the date of exercise, subject to adjustment for any tax previously paid, in addition to any tax on the difference between the sales price and
Optionee's adjusted cost basis in such shares. The foregoing amount may be measured differently if Optionee is an officer, director or Ten Percent Holder of Company. Optionee agrees to notify Company
within 10 working days of any such disposition. 


15. Stand-off Agreement.  


Optionee
agrees that in connection with any registration of Company's securities under the Securities Act, and upon the request of Company or any underwriter managing an underwritten offering of
Company's securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior
written consent of Company or such managing underwriter, as applicable, for a period of at least one (1) year following the effective date of registration of the offering. The Shares may not be
sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by Optionee except as provided in this Agreement. 


16. Restriction Upon Transfer.  



	(a)
	Repurchase Right on Termination Other Than for Cause. For purposes of this Section, a "Repurchase Event" shall mean an occurrence of
one of the following: (i) termination of Optionee's employment by Company, voluntary or involuntary and with or without cause; (ii) retirement or death of Optionee;
(iii) bankruptcy of Optionee, which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction;
(iv) dissolution of the marriage of Optionee, to the extent that any of the Shares are allocated as the sole and separate property of Optionee's spouse pursuant thereto (in which case this
Section shall only apply to the Shares so affected); or (v) any attempted transfer by Optionee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a
Repurchase Event, Company shall have the right (but not an obligation) to repurchase all or any portion of the Shares of Optionee at a
price equal to the fair value of the Shares (determined in accordance with Section 260.140.50 of the Rules of the California Commissioner of Corporations) as of the date of the Repurchase
Event.



	(b)
	Repurchase Right on Termination for Cause. In the event Optionee's employment is terminated by Company "for cause," then Company
shall have the right (but not an obligation) to repurchase Shares of Optionee at a price equal to the Exercise Price. Such right of Company to repurchase Shares shall apply to one hundred percent
(100%) of the Shares for 1 year from the date of this Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the Shares on each anniversary of the date of this Agreement.
In addition, Company shall have the right, in the sole discretion of the Board and without obligation, to repurchase upon termination for cause all or any portion of the Shares of Optionee, at a price
equal to the fair value of the Shares as of the date of termination, which right is not subject to the foregoing lapsing of rights. In the event Company elects to repurchase the Shares, the stock
certificates representing the same shall forthwith be returned to Company for cancellation.



	(c)
	Exercise of Repurchase Right. Any Repurchase Right under Section 16(a) or 16(b) above shall be exercised by giving notice of
exercise as provided herein to Optionee or the estate of Optionee, as applicable. The right shall be exercised, and the repurchase price shall be paid, by Company within a 90-day period
beginning on the date of notice to Company of the 








occurrence
of the Repurchase Event (or in the case of termination of employment or retirement, beginning upon the occurrence of the Repurchase Event). The repurchase price shall be payable only in the
form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of Optionee for the Shares. If Company cannot purchase all such Shares because it
is unable to meet the tests set forth in California Corporations Code sections 500 and 501, Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections.
Any Shares not purchased by Company under this Agreement shall no longer be subject to the provisions of this Section 16. 



	(d)
	Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall first offer
to sell the Shares to Company. Optionee shall deliver to Company written notice of the intended sale, specifying the number of Shares to be sold and the proposed purchase price and terms of payment,
and granting Company an option for a period of 30 days following receipt of the notice to purchase the offered Shares upon the same terms and conditions. To exercise such option, Company shall
give notice of that fact to Optionee within 30 day notice period and agree to pay the purchase price in the manner provided in the notice. If Company does not purchase all of the Shares so
offered during the option period, Optionee shall be under no obligation to sell any of the offered Shares to Company, but may dispose of the Shares in any lawful manner during a period of
180 days following the end of the notice period, except that Optionee shall not sell any of the Shares to any other person at a lower price or upon more favorable terms than those offered to
Company.



	(e)
	Acceptance of Restrictions. Acceptance of the Shares shall constitute Optionee's agreement to such restrictions and the legending of
his or her certificates with respect to the restrictions. Notwithstanding the restrictions, however, so long as Optionee is the holder of the Shares, or any portion of them, he or she shall be
entitled to receive all dividends declared on and to vote the Shares and to all other rights of a shareholder with respect to the Shares.



	(f)
	Permitted Transfers. Notwithstanding any provisions of this Section 16 to the contrary, Optionee may transfer Shares subject
to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of Optionee or any such transferee or transferees; provided, that the permitted transferee or
transferees shall hold the Shares subject to all the provisions of this Agreement (all references to Optionee in this Agreement shall in such cases refer to the permitted transferee, except in the
case of Section 16(a)(iv) where the permitted transfer shall be deemed rescinded), and provided further, that notwithstanding any other provisions of this Agreement, a permitted
transferee may not, in turn, make permitted transfers without the written consent of Optionee and Company.



	(g)
	Release of Restrictions on Shares. All other rights and restrictions under this Section 16 shall terminate 5 years
following the date of this Agreement, or when Company's securities are publicly traded, whichever occurs earlier. 




17. Agreement Subject to Plan; Applicable Law.  


This
Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of the Plan is available to Optionee, at no charge, at the principal office of Company. Any provision
of this Agreement inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. The Option under this Agreement has been granted, executed and delivered
in the State of California, and the interpretation and enforcement shall be governed by the laws thereof and subject to the exclusive jurisdiction of the courts therein. 



18. Miscellaneous.  



	(a)
	Notices. Any notice required to be given pursuant to this Agreement or the Plan shall be in writing and shall be deemed to have been
duly delivered upon receipt or, in the case of 








notices
by Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Grantee at the last address provided by Grantee for use in Company's records. 



	(b)
	Entire Agreement. This instrument constitutes the sole agreement of the parties hereto with respect to the Shares. Any prior
agreements, promises or representations concerning the Shares not included or referenced herein shall be of no force or effect. This Agreement shall be binding on, and shall inure to the benefit of,
the Parties hereto and their respective transferees, heirs, legal successors, and assigns.



	(c)
	Enforcement. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California, and subject
to the exclusive jurisdiction of the courts located in Santa Clara, state of California. If Grantee attempts to transfer any of the Shares subject to this Agreement, or any interest in them in
violation of the terms of this Agreement, Company may apply to any court for an injunctive order prohibiting such proposed transaction, and Company may institute and maintain proceedings against
Grantee to compel specific performance of this Agreement without the necessity of proving the existence or extent of any damages to Company. Any such attempted transaction is a material violation of
this Agreement shall be null and void.



	(d)
	Validity of Agreement. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only on
the written consent of all parties hereto. It is intended that each section of this Agreement shall be viewed as separate and if any Section shall be held to be invalid, remaining Sections shall
continue to be in full force and effect. 




    IN
WITNESS WHEREOF, the parties hereto have executed this agreement effective the date set-forth in Section 1(a) above. 



	Platys Communications, Inc.	 	 
	

Dated:	
 	

	
 	

 
	

By:	
 	

 Ramkumar Jayam, President	
 	

 
	

Dated:	
 	

	
 	

 
	

 [Signature of optionee]	
 	

 



[One of the following, as appropriate, shall be signed] 



	I certify that as of the date hereof I am unmarried.	 	By his or her signature, the spouse of Optionee hereby agrees to be bound by the provisions of the foregoing INCENTIVE STOCK OPTION AGREEMENT.
	

 [Signature of optionee]	
 	

 [Signature of spouse of optionee]







 
 

Appendix A
  NOTICE OF EXERCISE    
  


Platys
Communications, Inc.

3150A Coronado Drive.

Santa Clara, CA 95054 


Re:
Incentive Stock Option 


Notice
is hereby given pursuant to Section 6 of my Incentive Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price set forth in my option
agreement: 



Incentive
Stock Option Agreement dated:
                                     


Number
of shares being purchased:
                                         
   


Exercise
Price:                          Dollars ($            ).





A
cashier's check in the amount of the aggregate price of the shares being purchased is attached. 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. I will not
sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal or state securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at least one year from the date of exercise and two years from the date of grant of the Option. 


I
understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by other state or federal law or
regulation applicable to the issuance or delivery of the Option Shares. 


I
agree to provide to Company such additional documents or information as may be required pursuant to Company's 1999 Incentive Stock Plan. 



	Dated:	
	 	 
	

 [Signature]	
 	

 
	

 [Name of Optionee]	
 	

 









 
 

PLATYS COMMUNICATIONS, INC.    
  


 
  NONSTATUTORY STOCK OPTION AGREEMENT    
  


    THIS NONSTATUTORY STOCK OPTION AGREEMENT ("Agreement') is made and entered into as of the date set forth below, by and between Platys
Communications, Inc., a California corporation ("Company"), and the consultant listed in Section 1.b., below ("Optionee"). 



    In
consideration of the covenants set forth in this Agreement, the parties agree as follows: 


1.  Option Information.



	(a)
	Date
of Option:



	(b)
	Optionee:



	(c)
	Number
of Shares:



	(d)
	Exercise
Price: $         per share 




2.  Acknowledgements.



	(a)
	Optionee
is an independent consultant to Company, not an employee. The Board of Directors (the "Board" which term shall include an authorized committee of the Board of Directors)
and shareholders of Company have heretofore adopted a 1999 Incentive Stock Plan (the "Plan"), pursuant to which this Option is being granted.



	(b)
	The
Board has authorized the granting to Optionee of a nonstatutory stock option ("Option") to purchase shares of common stock of Company ("Stock") upon the terms and conditions
hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act') provided by Rule 701 thereunder. 




3.  Shares; Price. Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated,
the number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other consideration as is authorized under the Plan and acceptable to the Board, in their sole and
absolute discretion) at the price per Share set forth in Section 1(d) above (the "Exercise Price"), such price being not less than eighty-five percent (85%) of the fair market value
per share of the Shares covered by this Option as of the date of this Option (unless Optionee is the owner of Stock possessing ten percent (10%) or more of the total voting power or value of all
outstanding Stock of Company, in which case the Exercise Price shall be no less than one hundred ten percent (110%) of the fair market value of such Stock). 



4.  Term of Option. This Option shall expire, and all rights under it to purchase the Shares, shall terminate five (5) years from
the date of this Option. Nothing contained in this Agreement shall be construed to interfere in any way with the right of Company to terminate Optionee as a consultant to Company, or to increase or
decrease the compensation paid to Optionee from the rate in effect as of the date of this Agreement. 


5.  Vesting of Option. Subject to the provisions of Sections 7 and 8 of this Agreement, this Option shall be immediately vested as of the
grant date. 


6.  Exercise. This Option shall be exercised by delivery to Company of (a) written notice of exercise stating the number of Shares
being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached to this Agreement as Appendix A, (b) a check or cash in the amount
of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment
representation as provided for in Section 13 of this Agreement. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be
exercisable only by Optionee during his or her lifetime. 



7.  Termination of Service. If Optionee's service as a consultant to Company terminates for any reason, Optionee shall have the right at
any time within ninety (90) days following such termination of services 







or the remaining term of this Option, whichever is the lesser, to exercise in whole or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the date
Optionee ceased to be a consultant to Company; provided, however. 



	(a)
	If
Optionee is permanently disabled (within the meaning of Code section 22(e)(3)) at the time of termination, the foregoing 90 day period shall be extended to
6 months; or



	(b)
	If
Optionee is terminated for reasons that would justify a termination of employment "for cause" as contemplated by California Labor Code section 2922 and case law related
thereto, the foregoing right to exercise shall automatically terminate on the date Optionee ceases to be a consultant to Company as to all Shares covered by this Option not exercised prior to
termination.



	(c)
	Unless
earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 of this Agreement. 




8.  Death of Optionee. If the Optionee shall die while serving as a consultant to Company, Optionee's personal representative or the
person entitled to Optionee's rights hereunder may at any time within 6 months after the date of Optionee's death, or during the remaining term of this Option, whichever is the lesser, exercise
this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be
so exercised only to the extent that this Option has not previously been exercised by Optionee. 


9.  No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment of
this Option until the effective date of the issuance of shares following exercise of this to Option, and no adjustment will be made for dividends or other rights for which the record date is prior to
the date such stock certificate or certificates are issued except as provided in Section 10 of this Agreement. 


10.  Recapitalization. Subject to any required action by the shareholders of Company, the number of Shares covered by this Option, and
the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a
stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by Company; provided however that the conversion of any convertible securities
of Company shall not be deemed to have been "effected without receipt of consideration by Company." 


In
the event of a proposed dissolution or liquidation of Company, a merger or consolidation in which Company is not the surviving entity, or a sale of all or substantially all of the assets or capital
stock of Company (collectively, a "Reorganization"), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall
be no later than the consummation of the proposed action; provided, however, if Optionee shall be a consultant at the time such Reorganization is approved by the stockholders, the Board may grant to
Optionee, in its sole and absolute discretion, the right to exercise this Option as to all or any part of the Shares,
without regard to the installment provisions of Section 5, for a period beginning no later than 30 days prior to the consummation of such Reorganization and ending as of the
Reorganization or the expiration of this Option, whichever is earlier, subject to the consummation of the Reorganization. In any event, Company shall notify Optionee, at least 30 days prior to
the consummation of such Reorganization, of his or her exercise rights, if any, and that the Option shall terminate upon the consummation of the Reorganization. 


Subject
to any required action by the shareholders of Company, if Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the
securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of the merger or consolidation, and the installment provisions of Section 5
shall continue to apply. 







In the event of a change in the shares of Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the same number of shares of Stock with a
par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. 



To
the extent that the foregoing adjustments relate to shares or securities of Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided in this Agreement, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall
be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by Company of shares of stock of any class or securities convertible into
shares of stock of any class. 


The
grant of this Option shall not affect in any way the right or power of Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge,
consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. 


11.  Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income, for
Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the Exercise Price. The acceptance
of the Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income
and corresponding deduction to Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee's then
current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, Company may require Optionee to make a cash payment to cover the liability as a condition of the exercise of this Option. 


12.  Modification, Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or renew this
Option or accept its surrender (to the extent not yet exercised) and authorize the granting of a new option in substitution for it (to the extent not yet exercised), subject at all times to the Plan,
the Code and section 260.140.41 of the Corporate Securities Rules of the California Corporations Commissioner. Notwithstanding the provisions of this Section 12, no modification shall,
without the consent of the Optionee, alter to the Optionee's detriment or impair any rights of Optionee hereunder. 


13.  Investment Intent; Restrictions on Transfer.


	(a)
	Optionee
represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of
investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon the exercise of this Option in whole or in part, Optionee (or any person or persons
entitled to exercise this Option under the provisions of Sections 7 and 8 of this Agreement) shall furnish to Company a written statement to such effect, satisfactory to Company in form and substance.
If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the
investment representation and agreement and shall not be required to furnish Company with the written statement.



	(b)
	Optionee
further represents that Optionee has had access to the financial statements or books and records of Company, has had the opportunity to ask questions of Company concerning
its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information, and further represents that Optionee (either
alone or in conjunction with his or her professional advisers) has such experience in and knowledge of investment, financial and business matters with respect to investments similar to the stock of 






Company
that Optionee is capable of evaluating the merits and risks thereof and has the capacity to protect his or her own interest in connection therewith. 



	(c)
	Unless
and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in
substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in
substantially the following form: 







"THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE.
NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS
OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM."




"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED            BETWEEN COMPANY AND THE
ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY COMPANY UNDER CERTAIN CONDITIONS."




    The
certificates shall bear such other legend or legends as Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares
have been placed with Company's transfer agent. 




14.  Stand-off Agreement. Optionee agrees that, in connection with any registration of Company's securities under the
Securities Act, and upon the request of Company or any underwriter managing an underwritten offering of Company's securities, Optionee shall not sell, short any sale of, loan, grant an option for, or
otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior written consent of Company or such managing underwriter, as applicable, for a period of up to
1 year following the effective date of registration of such offering. 



15.  Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise
hypothecated by the Optionee except as provided in this Agreement. 



	(a)
	Repurchase Right on Termination Other Than for Cause. For the purposes of this Section, a "Repurchase Event" shall mean an occurrence
of one of the following: (i) termination of Optionee's service as a consultant, voluntary or involuntary and with or without cause; (ii) retirement or death of Optionee;
(iii) bankruptcy of Optionee, which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction;
(iv) dissolution of the marriage of Optionee, to the extent that any of the Shares are allocated as the sole and separate property of Optionee's spouse pursuant thereto (in which case, this
Section shall only apply to the Shares so affected); or (v) any attempted transfer by the Optionee of Shares, or any interest therein, in violation of this Agreement. Upon the Occurrence of a
Repurchase Event, Company shall have the right (but not an obligation) to repurchase all or any Portion of the Shares of Optionee at a price equal to the fair value of the Shares (determined in
accordance with section 260.140.50 of the Rules of the California Commissioner of Corporations) as of the date of the Repurchase Event.



	(b)
	Repurchase Right on Termination for Cause. In the event Optionee's service as a consultant is terminated by Company "for cause" (as
contemplated by Section 7), then Company shall have the right
(but not an obligation) to repurchase Shares of Optionee a price equal to the Exercise Price. This right of Company to repurchase Shares shall apply to one hundred percent (100%) of the Shares for
1 year from the date of this Agreement; and shall thereafter lapse ratably in equal annual increments on each anniversary of the date of this Agreement over the term of this Option specified in
Section 4. In addition, Company shall have the right, 








in
the sole discretion of the Board and without obligation, to repurchase upon any such termination of service for cause all or any portion of the Shares of Optionee, at a price equal to the fair
value of the Shares as of the date of termination, which right is not subject to the foregoing lapsing of rights. In the event Company elects to repurchase the Shares, the stock certificates
representing the same shall forthwith be returned to Company for cancellation. 



	(c)
	Exercise of Repurchase Right. Any repurchase right under Sections 15(a) or 15(b) shall be exercised by giving notice of exercise as
provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by Company within a 90-day period
beginning the date of notice to Company of the occurrence of the Repurchase Event (or in the case of termination of services, beginning upon the occurrence of Repurchase Event). The repurchase price
shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If Company cannot
purchase all such Shares because it is unable to meet the tests set forth in California Corporations Code sections 500 and 501, Company shall have the right to purchase as many Shares as it is
permitted to purchase under such sections. Any Shares not purchased by Company under this Agreement shall no longer be subject to the provisions of this Section 15.



	(d)
	Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall first offer
to sell the Shares to Company. Optionee shall deliver to Company written notice of the intended sale, specifying the number of Shares to be sold and the proposed purchase price and terms of payment,
and granting Company an option for a period of 30 days following receipt of the notice to purchase the offered Shares upon the same terms and conditions. To exercise the option, Company shall
give notice of that fact to Optionee within such 30 day notice period and agree to pay the purchase price in the manner provided in the notice. If Company does not purchase all of the Shares so
offered during the option period, Optionee shall be under no obligation to sell any of the offered Shares to Company, but may dispose of such Shares in any lawful manner during a period of
180 days following the end of the notice period, except that Optionee shall not sell any of the Shares to any other person at a lower price or upon more favorable terms than those offered to
Company.



	(e)
	Acceptance of Restrictions. Acceptance of the Shares shall constitute the Optionee's agreement to such restrictions and the legending
of his or her certificates with respect to the restrictions. Notwithstanding the restrictions, however, so long as the Optionee is the holder of the Shares, or any portion thereof, he or she shall be
entitled to receive all dividends declared on and to vote the Shares and to all other rights of a shareholder with respect to the Shares.



	(f)
	Permitted Transfers. Notwithstanding any provisions of this Section 15 to the contrary, the Optionee may transfer Shares
subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Optionee or any such transferee or transferees; provided, that the permitted
transferee or transferees shall hold the Shares subject to all the provisions of this Agreement (all references to the Optionee in this Agreement shall in such cases refer to the permitted transferee,
except in the case of Section 15(a)(iv) where the permitted transfer shall be deemed rescinded); and provided further, that notwithstanding any other provisions of this Agreement, a
permitted transferee may not, in turn, make permitted transfers without the written consent of the Optionee and Company.



	(g)
	Release of Restrictions on Shares. All rights and restrictions under this Section 15 shall terminate 5 years following
the date of this Agreement, or when Company's securities are publicly traded, whichever occurs earlier. 




16.  Agreement Subject to Plan; Applicable Law. This Agreement is made pursuant to the Plan and shall be interpreted to comply therewith.
A copy of the Plan is available to Optionee, at no charge, at the principal office of Company. Any provision of this Agreement inconsistent with the Plan shall be considered void and replaced with the
applicable provision of the Plan. The Option under this 







Agreement has been granted, executed and delivered in the State of California, and the interpretation and enforcement shall be governed by the laws thereof and subject to the exclusive jurisdiction of
the courts therein. 


17.  Miscellaneous.



	(a)
	Notices.
Any notice required to be given pursuant to this Agreement or the Plan shall be in writing and shall be deemed to have been duly delivered upon
receipt or, in the case of notices by Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Grantee at the last address provided by Grantee for use in the
Company's records.



	(b)
	Entire
Agreement. This instrument constitutes the sole agreement of the parties hereto with respect to the Shares. Any prior agreements, promises or
representations concerning the Shares not included or referenced herein shall be of no force or effect. This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and
their respective transferees, heirs, legal successors, and assigns.



	(c)
	Enforcement.
This Agreement shall be construed in accordance with, and governed by, the laws of the State of California, and subject to the exclusive
jurisdiction of the courts located in Santa Clara,
state of California. If Grantee attempts to transfer any of the Shares subject to this Agreement, or any interest in them in violation of the terms of this Agreement, the Company may apply to any
court for an injunctive order prohibiting such proposed transaction, and the Company may institute and maintain proceedings against Grantee to compel specific performance of this Agreement without the
necessity of proving the existence or extent of any damages to the Company. Any such attempted transaction is a material violation of this Agreement shall be null and void.



	(d)
	Validity
of Agreement. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only on the written consent
of all parties hereto. It is intended that each section of this Agreement shall be viewed as separate and if any Section shall be held to be invalid, remaining Sections shall continue to be in full
force and effect. 



[Signature Page Follows]







    IN WITNESS WHEREOF, the parties hereto have executed this agreement effective as of the date set-forth in section 1(a) above. 



	Platys Communications, Inc.	 	 
	

Dated:	
 	

	
 	

 
	

By:	
 	

	
 	

 
	 	 	Ramkumar Jayam, President	 	 
	

Dated:	
 	

	
 	

 
	

	
 	

 
	[Signature of optionee]	 	 




[One
of the following, as appropriate, shall be signed] 



	I certify that as of the date hereof I am unmarried.	 	By his or her signature, the spouse of Optionee hereby agrees to be bound by the provisions of the foregoing NONSTATUTORY STOCK OPTION AGREEMENT.
	

 [Signature of optionee]	
 	

 [Signature of spouse of optionee]







 
 

Appendix A
  
    NOTICE OF EXERCISE    
  



Platys
Communications, Inc.

2160 Lundy Avenue, Suite 210

San Jose, California 95131 


Re: Nonstatutory Stock Option  


Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price set forth in my option
agreement: 



Nonstatutory
Stock Option Agreement dated
                                     



Number
of shares being purchased:                                     



Exercise
Price:                                      Dollars
($                            ). 




A
check in the amount of the aggregate price of the shares being purchased is attached. 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. I will not
sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal or state securities laws. 


I
understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state or federal law or
regulation applicable to the issuance or delivery of the Option Shares. 


Further,
I understand that, as a result of this exercise of rights, I will recognize income in an of amount equal to the amount by which the fair market value of the Shares exceeds the exercise price.
I agree to report such income in accordance with then applicable law and to cooperate with Company in establishing the withholding and corresponding deduction to Company for its income tax purposes. 


I
agree to provide to Company such additional documents or information as may be required pursuant to Company's 1999 Incentive Stock Plan. 



	

Dated:	
 	

	
 	

 
	

 [Signature]	
 	

 
	

 [Name of Optionee]	
 	

 











QuickLinks



Exhibit 4.03




Exhibit A


STARGATE SOLUTIONS, INC. INCENTIVE STOCK OPTION AGREEMENT

Appendix A NOTICE OF EXERCISE

Appendix B DESIGNATION OF BENEFICIARY FOR THE INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE STARGATE SOLUTIONS, INC. 1999 INCENTIVE STOCK PLAN




Exhibit B


STARGATE SOLUTIONS, INC. NONSTATUTORY STOCK OPTION AGREEMENT

Appendix A NOTICE OF EXERCISE

Appendix B DESIGNATION OF BENEFICIARY FOR THE INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE STARGATE SOLUTIONS, INC. 1999 INCENTIVE STOCK PLAN




Exhibit C


STARGATE SOLUTIONS, INC. NONSTATUTORY STOCK OPTION AGREEMENT

APPENDIX B DESIGNATION OF BENEFICIARY FOR THE NONSTATUTORY STOCK OPTION AGREEMENT PURSUANT TO THE STARGATE SOLUTIONS, INC. 1999 INCENTIVE STOCK PLAN




Exhibit D


STARGATE SOLUTIONS, INC.

NONSTATUTORY STOCK OPTION AGREEMENT

Appendix A NOTICE OF EXERCISE

Appendix B DESIGNATION OF BENEFICIARY FOR THE NONSTATUTORY STOCK OPTION AGREEMENT PURSUANT TO THE STARGATE SOLUTIONS, INC. 1999 INCENTIVE STOCK PLAN




Exhibit E


STARGATE SOLUTIONS, INC.

STOCK AWARD AGREEMENT



Exhibit F


STARGATE SOLUTIONS, INC. RESTRICTED STOCK PURCHASE AGREEMENT


PLATYS COMMUNICATIONS, INC. INCENTIVE STOCK OPTION AGREEMENT

Appendix A NOTICE OF EXERCISE


PLATYS COMMUNICATIONS, INC.

NONSTATUTORY STOCK OPTION AGREEMENT

Appendix A NOTICE OF EXERCISE