I.Q. BIOMETRIX CALIFORNIA, INC.

                                 2001 STOCK PLAN

         1. Purposes of the Plan. The purposes of this 2001 Stock Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants and
to promote the success of the Company's business. Options granted under the Plan
may be Incentive Stock Options or Nonstatutory Stock Options, as determined by
the Administrator at the time of grant of an option and subject to the
applicable provisions of Section 422 of the Code and the regulations promulgated
thereunder. Stock purchase rights may also be granted under the Plan.

         2.       Definitions.  As used herein, the following definitions shall
apply:
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                  (a)      "Administrator" means the Board or its Committee
appointed pursuant to Section 4 of the Plan.

                  (b) "Affiliate" means an entity other than a Subsidiary (as
defined below) which, together with the Company, is under common control of a
third person or entity.

                  (c) "Applicable Laws" means the legal requirements relating to
the administration of stock option and restricted stock purchase plans under
applicable U.S. state corporate laws, U.S. federal and applicable state
securities laws, the Code, any Stock Exchange rules or regulations and the
applicable laws of any other country or jurisdiction where Options or Stock
Purchase Rights are granted under the Plan, as such laws, rules, regulations and
requirements shall be in place from time to time.

                  (d)      "Board" means the Board of Directors of the Company.
                            -----

                  (e) "Cause" for termination of a Participant's Continuous
Service Status will exist if the Participant is terminated for any of the
following reasons: (i) Participant's willful failure substantially to perform
his or her duties and responsibilities to the Company or deliberate violation of
a Company policy; (ii) Participant's commission of any act of fraud,
embezzlement, dishonesty or any other willful misconduct that has caused or is
reasonably expected to result in material injury to the Company; (iii)
unauthorized use or disclosure by Participant of any proprietary information or
trade secrets of the Company or any other party to whom the Participant owes an
obligation of nondisclosure as a result of his or her relationship with the
Company; or (iv) Participant's willful breach of any of his or her obligations
under any written agreement or covenant with the Company. The determination as
to whether a Participant is being terminated for Cause shall be made in good
faith by the Company and shall be final and binding on the Participant. The
foregoing definition does not in any way limit the Company's ability to
terminate a Participant's employment or consulting relationship at any time as
provided in Section 5(d) below, and the term "Company" will be interpreted to
include any Subsidiary, Parent, Affiliate or successor thereto, if appropriate.

                   (f) "Change of Control" means a sale of all or substantially
all of the Company's assets, or any merger or consolidation of the Company with
or into another corporation other than a merger or consolidation in which the
holders of more than 50% of the shares of capital stock of the Company
outstanding immediately prior to such transaction continue to hold (either by
the voting securities remaining outstanding or by their being converted into
voting securities of the surviving entity) more than 50% of the total voting
power represented by the voting securities of the Company, or such surviving
entity, outstanding immediately after such transaction.

                  (g)      "Code" means the Internal Revenue Code of 1986, as
amended.
                            ----

                  (h) "Committee" means one or more committees or subcommittees
of the Board appointed by the Board to administer the Plan in accordance with
Section 4 below.

                  (i)      "Common Stock" means the Common Stock of the Company.
                            ------------

                  (j)      "Company" means I.Q. Biometrix California, Inc., a
California corporation.
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                  (k) "Consultant" means any person, including an advisor, who
is engaged by the Company or any Parent, Subsidiary or Affiliate to render
services and is compensated for such services, and any director of the Company
whether compensated for such services or not.

                  (l) "Continuous Service Status" means the absence of any
interruption or termination of service as an Employee or Consultant. Continuous
Service Status as an Employee or Consultant shall not be considered interrupted
in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of
absence approved by the Administrator, provided that such leave is for a period
of not more than ninety (90) days, unless reemployment upon the expiration of
such leave is guaranteed by contract or statute, or unless provided otherwise
pursuant to Company policy adopted from time to time; or (iv) in the case of
transfers between locations of the Company or between the Company, its Parents,
Subsidiaries, Affiliates or their respective successors. A change in status from
an Employee to a Consultant or from a Consultant to an Employee will not
constitute an interruption of Continuous Service Status.

                  (m) "Corporate Transaction" means a sale of all or
substantially all of the Company's assets, or a merger, consolidation or other
capital reorganization of the Company with or into another corporation and
includes a Change of Control.

                  (n)      "Director" means a member of the Board.
                            --------

                  (o) "Employee" means any person employed by the Company or any
Parent, Subsidiary or Affiliate, with the status of employment determined based
upon such factors as are deemed appropriate by the Administrator in its
discretion, subject to any requirements of the Code or the Applicable Laws. The
payment by the Company of a director's fee to a Director shall not be sufficient
to constitute "employment" of such Director by the Company.

                  (p)      "Exchange Act" means the Securities Exchange Act of
1934, as amended.
                            ------------

                  (q) "Fair Market Value" means, as of any date, the fair market
value of the Common Stock, as determined by the Administrator in good faith on
such basis as it deems appropriate and applied consistently with respect to
Participants. Whenever possible, the determination of Fair Market Value shall be
based upon the closing price for the Shares as reported in the Wall Street
Journal for the applicable date.

                  (r) "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code, as designated in the applicable Option Agreement.

                  (s) "Involuntary Termination" means termination of a
Participant's Continuous Service Status under the following circumstances: (i)
termination without Cause by the Company or a Subsidiary, Parent, Affiliate or
successor thereto, as appropriate; or (ii) voluntary termination by the
Participant within 60 days following (A) a material reduction in the
Participant's job responsibilities, provided that neither a mere change in title
alone nor reassignment following a Change of Control to a position that is
substantially similar to the position held prior to the Change of Control shall
constitute a material reduction in job responsibilities; (B) relocation by the
Company or a Subsidiary, Parent, Affiliate or successor thereto, as appropriate,
of the Participant's work site to a facility or location more than 40 miles from
the Participant's principal work site for the Company at the time of the Change
of Control; or (C) a reduction in Participant's then-current base salary by at
least 25%, provided that an across-the-board reduction in the salary level of
all other employees or consultants in positions similar to the Participant's by
the same percentage amount as part of a general salary level reduction shall not
constitute such a salary reduction.

                  (t) "Listed Security" means any security of the Company that
is listed or approved for listing on a national securities exchange or
designated or approved for designation as a national market system security on
an interdealer quotation system by the National Association of Securities
Dealers, Inc.

                  (u) "Named Executive" means any individual who, on the last
day of the Company's fiscal year, is the chief executive officer of the Company
(or is acting in such capacity) or among the four most highly compensated
officers of the Company (other than the chief executive officer). Such officer
status shall be determined pursuant to the executive compensation disclosure
rules under the Exchange Act.

                  (v) "Nonstatutory Stock Option" means an Option not intended
to qualify as an Incentive Stock Option, as designated in the applicable Option
Agreement.

                  (w)      "Option" means a stock option granted pursuant to the
Plan.
                            ------

                  (x) "Option Agreement" means a written document, the form(s)
of which shall be approved from time to time by the Administrator, reflecting
the terms of an Option granted under the Plan and includes any documents
attached to or incorporated into such Option Agreement, including, but not
limited to, a notice of stock option grant and a form of exercise notice.

                  (y) "Option Exchange Program" means a program approved by the
Administrator whereby outstanding Options are exchanged for Options with a lower
exercise price or are amended to decrease the exercise price as a result of a
decline in the Fair Market Value of the Common Stock.

                  (z)      "Optioned Stock" means the Common Stock subject to an
 Option.
                            --------------

                  (aa)     "Optionee" means an Employee or Consultant who
receives an Option.
                            --------

                  (bb) "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code, or any successor
provision.

                  (cc) "Participant" means any holder of one or more Options or
Stock Purchase Rights, or the Shares issuable or issued upon exercise of such
awards, under the Plan.

                  (dd)     "Plan" means this 2001 Stock Plan.
                            ----

                  (ee) "Reporting Person" means an officer, Director, or greater
than ten percent stockholder of the Company within the meaning of Rule 16a-2
under the Exchange Act, who is required to file reports pursuant to Rule 16a-3
under the Exchange Act.

                  (ff) "Restricted Stock" means Shares of Common Stock acquired
pursuant to a grant of a Stock Purchase Right under Section 11 below.

                  (gg) "Restricted Stock Purchase Agreement" means a written
document, the form(s) of which shall be approved from time to time by the
Administrator, reflecting the terms of a Stock Purchase Right granted under the
Plan and includes any documents attached to such agreement.

                  (hh) "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act, as amended from time to time, or any successor provision.

                  (ii)     "Share" means a share of the Common Stock, as
adjusted in accordance with Section 14 of the Plan.

                  (jj) "Stock Exchange" means any stock exchange or consolidated
stock price reporting system on which prices for the Common Stock are quoted at
any given time.

                  (kk)     "Stock Purchase Right" means the right to purchase
Common Stock pursuant to Section 11 below.

                  (ll) "Subsidiary" means a "subsidiary corporation," whether
now or hereafter existing, as defined in Section 424(f) of the Code, or any
successor provision.

                  (mm) "Ten Percent Holder" means a person who owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary.

         3. Stock Subject to the Plan. Subject to the provisions of Section 14
of the Plan, the maximum aggregate number of Shares that may be sold under the
Plan is two million (2,100,000) Shares of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock. If an award should expire
or become unexercisable for any reason without having been exercised in full, or
is surrendered pursuant to an Option Exchange Program, the unpurchased Shares
that were subject thereto shall, unless the Plan shall have been terminated,
become available for future grant under the Plan. In addition, any Shares of
Common Stock which are retained by the Company upon exercise of an award in
order to satisfy the exercise or purchase price for such award or any
withholding taxes due with respect to such exercise or purchase shall be treated
as not issued and shall continue to be available under the Plan. Shares issued
under the Plan and later repurchased by the Company pursuant to any repurchase
right which the Company may have shall not be available for future grant under
the Plan.

         4.       Administration of the Plan.
                  --------------------------

                  (a) General. The Plan shall be administered by the Board or a
Committee, or a combination thereof, as determined by the Board. The Plan may be
administered by different administrative bodies with respect to different
classes of Participants and, if permitted by the Applicable Laws, the Board may
authorize one or more officers to make awards under the Plan.

                  (b) Committee Composition. If a Committee has been appointed
pursuant to this Section 4, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time to time the
Board may increase the size of any Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies (however caused) and remove all members of
a Committee and thereafter directly administer the Plan, all to the extent
permitted by the Applicable Laws and, in the case of a Committee administering
the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of
the Code, to the extent permitted or required by such provisions.

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

                           (i)      to determine the Fair Market Value of the
Common Stock, in accordance with Section 2(q) of the Plan, provided that such
determination shall be applied consistently with respect to Participants under
the Plan;

                           (ii)     to select the Employees and Consultants to
whom Options and Stock Purchase Rights may from time to time be granted;

                           (iii)    to determine whether and to what extent
Options and Stock Purchase Rights are granted;

                           (iv)     to determine the number of Shares of Common
Stock to be covered by each award granted;

                           (v)      to approve the form(s) of agreement(s) used
under the Plan;

                           (vi)     to determine the terms and conditions, not
inconsistent with the terms of the
Plan, of any award granted hereunder, which terms and conditions include but are
not limited to the exercise or purchase price, the time or times when awards may
be exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option, Optioned Stock, Stock Purchase Right or
Restricted Stock, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

                           (vii)    to determine whether and under what
circumstances an Option may be settled in cash under Section 10(c) instead of
Common Stock;

                           (viii)   to implement an Option Exchange Program on
such terms and conditions as the
Administrator in its discretion deems appropriate, provided that no amendment or
adjustment to an Option that would materially and adversely affect the rights of
any Optionee shall be made without the prior written consent of the Optionee;

                           (ix)     to adjust the vesting of an Option held by
an Employee or Consultant as a result of a change in the terms or conditions
under which such person is providing services to the Company;

                           (x)      to construe and interpret the terms of the
Plan and awards granted under the Plan, which constructions, interpretations and
decisions shall be final and binding on all Participants; and

                           (xi)     in order to fulfill the purposes of the Plan
 and without amending the Plan, to modify grants of Options or Stock Purchase
Rights to Participants who are foreign nationals or employed outside of the
United States in order to recognize differences in local law, tax policies or
customs.

         5.       Eligibility.
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                  (a) Recipients of Grants. Nonstatutory Stock Options and Stock
Purchase Rights may be granted to Employees and Consultants. Incentive Stock
Options may be granted only to Employees, provided that Employees of Affiliates
shall not be eligible to receive Incentive Stock Options.

                  (b)      Type of Option.  Each Option shall be designated in
the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option.

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

                  (d) No Employment Rights. The Plan shall not confer upon any
Participant any right with respect to continuation of an employment or
consulting relationship with the Company, nor shall it interfere in any way with
such Participant's right or the Company's right to terminate his or her
employment or consulting relationship at any time, with or without Cause.

         6.       Term of Plan.  The Plan shall become effective upon its
adoption by the Board of Directors.  It shall continue in effect for a term of
ten (10) years unless sooner terminated under Section 16 of the Plan.

         7. Term of Option. The term of each Option shall be the term stated in
the Option Agreement; provided that the term shall be no more than ten years
from the date of grant thereof or such shorter term as may be provided in the
Option Agreement and provided further that, in the case of an Incentive Stock
Option granted to a person who at the time of such grant is a Ten Percent
Holder, the term of the Option shall be five years from the date of grant
thereof or such shorter term as may be provided in the Option Agreement.

         8.       [Reserved.]

         9.       Option Exercise Price and Consideration.
                  ---------------------------------------

                  (a)      Exercise Price.  The per Share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be such price as is
determined by the Administrator and set forth in the Option
Agreement, but shall be subject to the following:

                           (i)      In the case of an Incentive Stock Option

                                    (A)     granted to an Employee who at the
time of grant is a Ten Percent Holder, the per Share exercise price shall be no
less than 110% of the Fair Market Value per Share on the date of grant; or

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

                           (ii)     In the case of a Nonstatutory Stock Option

                                    (A)     granted prior to the date, if any,
on which the Common Stock becomes a Listed Security to a person who is at the
time of grant is a Ten Percent Holder, the per Share exercise price shall be no
less than 110% of the Fair Market Value per Share on the date of grant if
required by the Applicable Laws and, if not so required, shall be such price as
is determined by the Administrator;

                                    (B)     granted prior to the date, if any,
on which the Common Stock becomes
a Listed Security to any other eligible person, the per Share exercise price
shall be no less than 85% of the Fair Market Value per Share on the date of
grant if required by the Applicable Laws and, if not so required, shall be such
price as is determined by the Administrator; or

                                    (C)    granted on or after the date, if any,
on which the Common Stock
becomes a Listed Security to any eligible person, the per share Exercise Price
shall be such price as determined by the Administrator provided that if such
eligible person is, at the time of the grant of such Option, a Named Executive
of the Company, the per share Exercise Price shall be no less than 100% of the
Fair Market Value on the date of grant if such Option is intended to qualify as
performance-based compensation under Section 162(m) of the Code.

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

                  (b) Permissible Consideration. The consideration to be paid
for the Shares to be issued upon exercise of an Option, including the method of
payment, shall be determined by the Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of grant) and may
consist entirely of (1) cash; (2) check; (3) delivery of Optionee's promissory
note with such recourse, interest, security and redemption provisions as the
Administrator determines to be appropriate (subject to the provisions of Section
153 of the Delaware General Corporation Law); (4) cancellation of indebtedness;
(5) other Shares that have a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which the Option is exercised,
provided that in the case of Shares acquired, directly or indirectly, from the
Company, such Shares must have been owned by the Optionee for more than six
months on the date of surrender (or such other period as may be required to
avoid the Company's incurring an adverse accounting charge); (6) delivery of a
properly executed exercise notice together with such other documentation as the
Administrator and a securities broker approved by the Company shall require to
effect exercise of the Option and prompt delivery to the Company of the sale or
loan proceeds required to pay the exercise price and any applicable withholding
taxes; or (7) any combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Administrator shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company and the Administrator may, in its sole discretion, refuse to
accept a particular form of consideration at the time of any Option exercise.

         10.      Exercise of Option.
                  ------------------

                  (a)      General.
                           -------

                           (i)      Exercisability. Any Option granted hereunder
shall be exercisable at such
times and under such conditions as determined by the Administrator, consistent
with the term of the Plan and reflected in the Option Agreement, including
vesting requirements and/or performance criteria with respect to the Company
and/or the Optionee; provided however that, if required by the Applicable Laws,
any Option granted prior to the date, if any, upon which the Common Stock
becomes a Listed Security shall become exercisable at the rate of at least 20%
per year over five years from the date the Option is granted. In the event that
any of the Shares issued upon exercise of an Option (which exercise occurs prior
to the date, if any, upon which the Common Stock becomes a Listed Security)
should be subject to a right of repurchase in the Company's favor, such
repurchase right shall, if required by the Applicable Laws, lapse at the rate of
at least 20% per year over five years from the date the Option is granted.
Notwithstanding the above, in the case of an Option granted to an officer,
Director or Consultant of the Company or any Parent, Subsidiary or Affiliate of
the Company, the Option may become fully exercisable, or a repurchase right, if
any, in favor of the Company shall lapse, at any time or during any period
established by the Administrator. The Administrator shall have the discretion to
determine whether and to what extent the vesting of Options shall be tolled
during any unpaid leave of absence; provided, however, that in the absence of
such determination, vesting of Options shall be tolled during any such leave.

                            (ii)    Minimum Exercise Requirements.  An Option
may not be exercised for a fraction
of a Share. The Administrator may require that an Option be exercised as to a
minimum number of Shares, provided that such requirement shall not prevent an
Optionee from exercising the full number of Shares as to which the Option is
then exercisable.

                           (iii)    Procedures for and Results of Exercise.  An
Option shall be deemed exercised
when written notice of such exercise has been given to the Company in accordance
with the terms of the Option by the person entitled to exercise the Option and
the Company has received full payment for the Shares with respect to which the
Option is exercised. Full payment may, as authorized by the Administrator,
consist of any consideration and method of payment allowable under Section 9(b)
of the Plan, provided that the Administrator may, in its sole discretion, refuse
to accept any form of consideration at the time of any Option exercise.

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

                           (iv)     Rights as Stockholder.  Until the issuance
of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock certificate is
issued, except as provided in Section 14 of the Plan.

                  (b) Termination of Employment or Consulting Relationship.
Except as otherwise set forth in this Section 10(b), the Administrator shall
establish and set forth in the applicable Option Agreement the terms and
conditions upon which an Option shall remain exercisable, if at all, following
termination of an Optionee's Continuous Service Status, which provisions may be
waived or modified by the Administrator at any time. To the extent that the
Optionee is not entitled to exercise an Option at the date of his or her
termination of Continuous Service Status, or if the Optionee (or other person
entitled to exercise the Option) does not exercise the Option to the extent so
entitled within the time specified in the Option Agreement or below (as
applicable), the Option shall terminate and the Optioned Stock underlying the
unexercised portion of the Option shall revert to the Plan. In no event may any
Option be exercised after the expiration of the Option term as set forth in the
Option Agreement (and subject to Section 7).

                  The following provisions (1) shall apply to the extent an
Option Agreement does not specify the terms and conditions upon which an Option
shall terminate upon termination of an Optionee's Continuous Service Status, and
(2) establish the minimum post-termination exercise periods that may be set
forth in an Option Agreement:

                           (i)      Termination other than Upon Disability or
Death or for Cause.  In the event of
termination of an Optionee's Continuous Service Status, such Optionee may
exercise an Option for 30 days following such termination to the extent the
Optionee was entitled to exercise it at the date of such termination. No
termination shall be deemed to occur and this Section 10(b)(i) shall not apply
if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the
Optionee is an Employee who becomes a Consultant.

                            (ii)    Disability of Optionee.  In the event of
termination of an Optionee's
Continuous Service Status as a result of his or her disability (including a
disability within the meaning of Section 22(e)(3) of the Code), such Optionee
may exercise an Option at any time within six months following such termination
to the extent the Optionee was entitled to exercise it at the date of such
termination.

                           (iii)    Death of Optionee.  In the event of the
death of an Optionee during the period
of Continuous Service Status since the date of grant of the Option, or within
thirty days following termination of Optionee's Continuous Service Status, the
Option may be exercised by Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance at any time within twelve
months following the date of death, but only to the extent of the right to
exercise that had accrued at the date of death or, if earlier, the date the
Optionee's Continuous Service Status terminated.

                           (iv)     Termination for Cause.  In the event of
termination of an Optionee's
Continuous Service Status for Cause, any Option (including any exercisable
portion thereof) held by such Optionee shall immediately terminate in its
entirety upon first notification to the Optionee of termination of the
Optionee's Continuous Service Status. If an Optionee's employment or consulting
relationship with the Company is suspended pending an investigation of whether
the Optionee shall be terminated for Cause, all the Optionee's rights under any
Option likewise shall be suspended during the investigation period and the
Optionee shall have no right to exercise any Option. This Section 10(b)(iv)
shall apply with equal effect to vested Shares acquired upon exercise of an
Option granted prior to the date, if any, upon which the Common Stock becomes a
Listed Security to a person other than an officer, Director or Consultant, in
that the Company shall have the right to repurchase such Shares from the
Participant upon the following terms: (A) the repurchase is made within 90 days
of termination of the Participant's Continuous Service Status for Cause at the
Fair Market Value of the Shares as of the date of termination, (B) consideration
for the repurchase consists of cash or cancellation of purchase money
indebtedness, and (C) the repurchase right terminates upon the effective date of
the Company's initial public offering of its Common Stock. With respect to
vested Shares issued upon exercise of an Option granted to any officer, Director
or Consultant, the Company's right to repurchase such Shares upon termination of
the Participant's Continuous Service Status for Cause shall be made at the
Participant's original cost for the Shares and shall be effected pursuant to
such terms and conditions, and at such time, as the Administrator shall
determine. Nothing in this Section 10(b)(iv) shall in any way limit the
Company's right to purchase unvested Shares issued upon exercise of an Option as
set forth in the applicable Option Agreement.

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

         11.      Stock Purchase Rights.
                  ---------------------

                  (a) Rights to Purchase. When the Administrator determines that
it will offer Stock Purchase Rights under the Plan, it shall advise the offeree
in writing of the terms, conditions and restrictions related to the offer,
including the number of Shares that such person shall be entitled to purchase,
the price to be paid, and the time within which such person must accept such
offer. In the case of a Stock Purchase Right granted prior to the date, if any,
on which the Common Stock becomes a Listed Security and if required by the
Applicable Laws at that time, the purchase price of Shares subject to such Stock
Purchase Rights shall not be less than 85% of the Fair Market Value of the
Shares as of the date of the offer, or, in the case of a Ten Percent Holder, the
price shall not be less than 100% of the Fair Market Value of the Shares as of
the date of the offer. If the Applicable Laws do not impose the requirements set
forth in the preceding sentence and with respect to any Stock Purchase Rights
granted after the date, if any, on which the Common Stock becomes a Listed
Security, the purchase price of Shares subject to Stock Purchase Rights shall be
as determined by the Administrator. The offer to purchase Shares subject to
Stock Purchase Rights shall be accepted by execution of a Restricted Stock
Purchase Agreement in the form determined by the Administrator.

                  (b)      Repurchase Option.
                           -----------------

                           (i)      General. Unless the Administrator determines
otherwise, the Restricted Stock
Purchase Agreement shall grant the Company a repurchase option exercisable upon
the voluntary or involuntary termination of the purchaser's employment with the
Company for any reason (including death or disability). The purchase price for
Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be
the original purchase price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The repurchase
option shall lapse at such rate as the Administrator may determine, provided
that with respect to a Stock Purchase Right granted prior to the date, if any,
on which the Common Stock becomes a Listed Security to a purchaser who is not an
officer, Director or Consultant of the Company or of any Parent or Subsidiary of
the Company, it shall lapse at a minimum rate of 20% per year if required by the
Applicable Laws.

                           (ii)     Termination for Cause.  In the event of
termination of a Participant's
Continuous Service Status for Cause, the Company shall have the right to
repurchase from the Participant vested Shares issued upon exercise of a Stock
Purchase Right granted to any person other than an officer, Director or
Consultant prior to the date, if any, upon which the Common stock becomes a
Listed Security upon the following terms: (A) the repurchase must be made within
90 days of termination of the Participant's Continuous Service Status for Cause
at the Fair Market Value of the Shares as of the date of termination, (B)
consideration for the repurchase consists of cash or cancellation of purchase
money indebtedness, and (C) the repurchase right terminates upon the effective
date of the Company's initial public offering of its Common Stock. With respect
to vested Shares issued upon exercise of a Stock Purchase Right granted to any
officer, Director or Consultant, the Company's right to repurchase such Shares
upon termination of such Participant's Continuous Service Status for Cause shall
be made at the Participant's original cost for the Shares and shall be effected
pursuant to such terms and conditions, and at such time, as the Administrator
shall determine. Nothing in this Section 11(b)(ii) shall in any way limit the
Company's right to purchase unvested Shares as set forth in the applicable
Restricted Stock Purchase Agreement.

                  (c) Other Provisions. The Restricted Stock Purchase Agreement
shall contain such other terms, provisions and conditions not inconsistent with
the Plan as may be determined by the Administrator in its sole discretion. In
addition, the provisions of Restricted Stock Purchase Agreements need not be the
same with respect to each purchaser.

                  (d) Rights as a Stockholder. Once the Stock Purchase Right is
exercised, the purchaser shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 14
of the Plan.

         12.      Taxes.
                  -----

                  (a) As a condition of the exercise of an Option or Stock
Purchase Right granted under the Plan, the Participant (or in the case of the
Participant's death, the person exercising the Option or Stock Purchase Right)
shall make such arrangements as the Administrator may require for the
satisfaction of any applicable federal, state, local or foreign withholding tax
obligations that may arise in connection with the exercise of the Option or
Stock Purchase Right and the issuance of Shares. The Company shall not be
required to issue any Shares under the Plan until such obligations are
satisfied. If the Administrator allows the withholding or surrender of Shares to
satisfy a Participant's tax withholding obligations under this Section 12
(whether pursuant to Section 12(c), (d) or (e), or otherwise), the Administrator
shall not allow Shares to be withheld in an amount that exceeds the minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes.

                  (b) In the case of an Employee and in the absence of any other
arrangement, the Employee shall be deemed to have directed the Company to
withhold or collect from his or her compensation an amount sufficient to satisfy
such tax obligations from the next payroll payment otherwise payable after the
date of an exercise of the Option or Stock Purchase Right.

                  (c) This Section 12(c) shall apply only after the date, if
any, upon which the Common Stock becomes a Listed Security. In the case of
Participant other than an Employee (or in the case of an Employee where the next
payroll payment is not sufficient to satisfy such tax obligations, with respect
to any remaining tax obligations), in the absence of any other arrangement and
to the extent permitted under the Applicable Laws, the Participant shall be
deemed to have elected to have the Company withhold from the Shares to be issued
upon exercise of the Option or Stock Purchase Right that number of Shares having
a Fair Market Value determined as of the applicable Tax Date (as defined below)
equal to the amount required to be withheld. For purposes of this Section 12,
the Fair Market Value of the Shares to be withheld shall be determined on the
date that the amount of tax to be withheld is to be determined under the
Applicable Laws (the "Tax Date").

                  (d) If permitted by the Administrator, in its discretion, a
Participant may satisfy his or her tax withholding obligations upon exercise of
an Option or Stock Purchase Right by surrendering to the Company Shares that
have a Fair Market Value determined as of the applicable Tax Date equal to the
amount required to be withheld. In the case of shares previously acquired from
the Company that are surrendered under this Section 12(d), such Shares must have
been owned by the Participant for more than six (6) months on the date of
surrender (or such other period of time as is required for the Company to avoid
adverse accounting charges).

                  (e) Any election or deemed election by a Participant to have
Shares withheld to satisfy tax withholding obligations under Section 12(c) or
(d) above shall be irrevocable as to the particular Shares as to which the
election is made and shall be subject to the consent or disapproval of the
Administrator. Any election by a Participant under Section 12(d) above must be
made on or prior to the applicable Tax Date.

                  (f) In the event an election to have Shares withheld is made
by a Participant and the Tax Date is deferred under Section 83 of the Code
because no election is filed under Section 83(b) of the Code, the Participant
shall receive the full number of Shares with respect to which the Option or
Stock Purchase Right is exercised but such Participant shall be unconditionally
obligated to tender back to the Company the proper number of Shares on the Tax
Date.

         13.      Non-Transferability of Options and Stock Purchase Rights.
                  --------------------------------------------------------

                  (a) General. Except as set forth in this Section 13, Options
and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of
descent or distribution. The designation of a beneficiary by an Optionee will
not constitute a transfer. An Option or Stock Purchase Right may be exercised,
during the lifetime of the holder of an Option or Stock Purchase Right, only by
such holder or a transferee permitted by this Section 13.

                  (b) Limited Transferability Rights. Notwithstanding anything
else in this Section 13, prior to the date, if any, on which the Common Stock
becomes a Listed Security, the Administrator may in its discretion grant
Nonstatutory Stock Options that may be transferred by instrument to an inter
vivos or testamentary trust in which the Options are to be passed to
beneficiaries upon the death of the trustor (settlor) or by gift to "Immediate
Family" (as defined below), on such terms and conditions as the Administrator
deems appropriate. Following the date, if any, on which the Common Stock becomes
a Listed Security, the Administrator may in its discretion grant transferable
Nonstatutory Stock Options pursuant to Option Agreements specifying the manner
in which such Nonstatutory Stock Options are transferable. "Immediate Family"
means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, and shall include adoptive relationships.

         14.      Adjustments Upon Changes in Capitalization, Merger or Certain
Other Transactions.
                  (a) Changes in Capitalization. Subject to any required action
by the stockholders of the Company, the number of Shares of Common Stock covered
by each outstanding Option or Stock Purchase Right, and the number of Shares of
Common Stock that have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or that have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per Share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued Shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination, recapitalization or reclassification of the Common Stock, or any
other increase or decrease in the number of issued Shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Administrator, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no issuance
by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Shares of Common Stock
subject to an Option or Stock Purchase Right.

                  (b) Dissolution or Liquidation. In the event of the
dissolution or liquidation of the Company, each Option and Stock Purchase Right
will terminate immediately prior to the consummation of such action, unless
otherwise determined by the Administrator.

                  (c) Corporate Transaction. In the event of a Corporate
Transaction, each outstanding Option or Stock Purchase Right shall be assumed or
an equivalent option or right shall be substituted by such successor corporation
or a parent or subsidiary of such successor corporation (the "Successor
Corporation"), unless the Successor Corporation does not agree to assume the
award or to substitute an equivalent option or right, in which case such Option
or Stock Purchase Right shall terminate upon the consummation of the
transaction.

                  Notwithstanding the above, in the event (i) of a Change of
Control, and (ii) a Participant holding an Option or Stock Purchase Right
assumed or substituted by the Successor Corporation in the Change of Control, or
holding Restricted Stock issued upon exercise of an Option or Stock Purchase
Right with respect to which the Successor Corporation has succeeded to a
repurchase right as a result of the Change of Control, is Involuntarily
Terminated by the Successor Corporation without Cause in connection with, or
within sixty (60) days following consummation of, the transaction, then any
assumed or substituted Option or Stock Purchase Right held by the terminated
Participant at the time of termination shall accelerate and become exercisable
as to the number of Shares that would otherwise have vested and been exercisable
as of the date thirty (30) days from the date of termination, and any repurchase
right applicable to any Shares shall lapse as to the number of Shares as to
which the repurchase right would otherwise have lapsed as of the date thirty
(30) days from the date of termination, in each case assuming the Participant
remained in Continuous Service Status for such period. The acceleration of
vesting and lapse of repurchase rights provided for in the previous sentence
shall occur immediately prior to the effective date of the Participant's
termination.

                  For purposes of this Section 14(c), an Option or a Stock
Purchase Right shall be considered assumed, without limitation, if, at the time
of issuance of the stock or other consideration upon a Corporate Transaction or
a Change of Control, as the case may be, each holder of an Option or Stock
Purchase Right would be entitled to receive upon exercise of the award the same
number and kind of shares of stock or the same amount of property, cash or
securities as such holder would have been entitled to receive upon the
occurrence of the transaction if the holder had been, immediately prior to such
transaction, the holder of the number of Shares of Common Stock covered by the
award at such time (after giving effect to any adjustments in the number of
Shares covered by the Option or Stock Purchase Right as provided for in this
Section 14); provided that if such consideration received in the transaction is
not solely common stock of the Successor Corporation, the Administrator may,
with the consent of the Successor Corporation, provide for the consideration to
be received upon exercise of the award to be solely common stock of the
Successor Corporation equal to the Fair Market Value of the per Share
consideration received by holders of Common Stock in the transaction.

                   (d) Certain Distributions. In the event of any distribution
to the Company's stockholders of securities of any other entity or other assets
(other than dividends payable in cash or stock of the Company) without receipt
of consideration by the Company, the Administrator may, in its discretion,
appropriately adjust the price per Share of Common Stock covered by each
outstanding Option or Stock Purchase Right to reflect the effect of such
distribution.

         15. Time of Granting Options and Stock Purchase Rights. The date of
grant of an Option or Stock Purchase Right shall, for all purposes, be the date
on which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Administrator,
provided that in the case of any Incentive Stock Option, the grant date shall be
the later of the date on which the Administrator makes the determination
granting such Incentive Stock Option or the date of commencement of the
Optionee's employment relationship with the Company. Notice of the determination
shall be given to each Employee or Consultant to whom an Option or Stock
Purchase Right is so granted within a reasonable time after the date of such
grant.

         16.      Amendment and Termination of the Plan.
                  -------------------------------------

                  (a) Authority to Amend or Terminate. The Board may at any time
amend, alter, suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuation (other than an adjustment pursuant to Section 14
above) shall be made that would materially and adversely affect the rights of
any Optionee or holder of Stock Purchase Rights under any outstanding grant,
without his or her consent. In addition, to the extent necessary and desirable
to comply with the Applicable Laws, the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as
required.

                  (b) Effect of Amendment or Termination. No amendment or
termination of the Plan shall materially and adversely affect Options or Stock
Purchase Rights already granted, unless mutually agreed otherwise between the
Optionee or holder of the Stock Purchase Rights and the Administrator, which
agreement must be in writing and signed by the Optionee or holder and the
Company.

         17. Conditions Upon Issuance of Shares. Notwithstanding any other
provision of the Plan or any agreement entered into by the Company pursuant to
the Plan, the Company shall not be obligated, and shall have no liability for
failure, to issue or deliver any Shares under the Plan unless such issuance or
delivery would comply with the Applicable Laws, with such compliance determined
by the Company in consultation with its legal counsel. As a condition to the
exercise of an Option or Stock Purchase Right, the Company may require the
person exercising the award to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by law.

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

         19.      Agreements.  Options and Stock Purchase Rights shall be
evidenced by Option Agreements and Restricted Stock Purchase Agreements,
respectively, in such form(s) as the Administrator shall from time to time
approve.

         20.      Stockholder Approval.  If required by the Applicable Laws,
continuance of the Plan shall be subject to approval by the stockholders of the
Company within twelve (12) months before or after the date the Plan is adopted.
Such stockholder approval shall be obtained in the manner and to the degree  of
Applicable Laws.

         21. Information and Documents to Optionees and Purchasers. Prior to the
date, if any, upon which the Common Stock becomes a Listed Security and if
required by the Applicable Laws, the Company shall provide financial statements
at least annually to each Optionee and to each individual who acquired Shares
pursuant to the Plan, during the period such Optionee or purchaser has one or
more Options or Stock Purchase Rights outstanding, and in the case of an
individual who acquired Shares pursuant to the Plan, during the period such
individual owns such Shares. The Company shall not be required to provide such
information if the issuance of Options or Stock Purchase Rights under the Plan
is limited to key employees whose duties in connection with the Company assure
their access to equivalent information.