<PAGE>

                                                                    Exhibit 10.6

                       MONOLITHIC SYSTEM TECHNOLOGY, INC.

                        2000 EMPLOYEE STOCK PURCHASE PLAN

         1.       PURPOSE. The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Code. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.

         2.       DEFINITIONS.

                  "BOARD" shall mean the Board of Directors of the Company.

                  "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

                  "COMMON STOCK" shall mean the Common Stock of the Company.

                  "COMPANY" shall mean Monolithic System Technology, Inc. and
any Designated Subsidiary of the Company.

                  "COMPENSATION" shall mean all base, straight-time gross
salary, commissions and payments for overtime.

                  "DESIGNATED SUBSIDIARY" shall mean a Subsidiary designated by
the Board.

                  "EMPLOYEE" shall mean any individual who is an Employee of the
Company for tax purposes whose customary employment with the Company is at least
twenty (20) hours per week and more than five (5) months in any calendar year.
For purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship will be deemed to have terminated on the
91st day of such leave.

                  "ENROLLMENT DATE" shall mean the first day of each Offering
Period.

                  "EXERCISE DATE" shall mean the last Trading Day of the
six-month period following the Enrollment Date and the last Trading Day of each
Offering Period.

                  "FAIR MARKET VALUE" shall mean, as of any date, the value of
Common Stock determined as follows:

                           (1) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
National Market of The Nasdaq Stock Market, its Fair Market Value shall be the
closing sale price for the Common Stock (or the


                                       1

<PAGE>

mean of the closing bid and asked prices, if no sales were reported), as
quoted on such exchange (or the exchange with the greatest volume of trading
in Common Stock) or system on the date of determination, as reported in THE
WALL STREET JOURNAL or such other source as the Board deems reliable, or;

                           (2) If the Common Stock is quoted on The Nasdaq Stock
Market (but not on the National Market) or is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Common Stock on
the date of determination, as reported in THE WALL STREET JOURNAL or such other
source as the Board deems reliable, or;

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

                           (4) For purposes of the Enrollment Date under the
first Offering Period, the Fair Market Value shall be the initial price to the
public as set forth in the final Prospectus included within the Registration
Statement on Form S-1 filed with the Securities and Exchange Commission for the
initial public offering of the Company's Common Stock.

                  "INITIAL OFFERING PERIOD" shall mean the period beginning upon
the date on which the agreement between the Company and the underwriter(s)
managing the initial public offering of the Common Stock is executed and the
Common Stock is priced for the initial public offering, and ending on the third
Enrollment Date; provided that the Board shall designated a subsequent start
date for the Initial Offering Period applicable to employees of an entity that
becomes a parent or Designated Subsidiary of the Company during the Initial
Offering Period.

                  "OFFERING PERIODS" shall mean overlapping twelve (12)-month
periods during which an option granted pursuant to the Plan may be exercised,
commencing on the first Trading Day on or after January 1 and July 1 of each
year and terminating on the last Trading Day in the period ending twelve months
later. The duration and timing of Offering Periods, including the Initial
Offering Period, may be changed pursuant to Section 4 of this Plan.

                  "PLAN" shall mean this 2000 Employee Stock Purchase Plan.

                  "PURCHASE PERIOD" shall mean each of two six-month periods
during an Offering Period, the first commencing on the Enrollment Date and
ending with the first Exercise Date during the Offering Period and the second
commencing on the first Exercise Date during the Offering Period and ending on
the second Exercise Date during the Offering Period.

                  "PURCHASE PRICE" shall mean an amount equal to 85% of the Fair
Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower.

                  "RESERVES" shall mean the number of shares of Common Stock
covered by each option under the Plan that have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but not yet placed under option.


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                  "RULE 16b-3" shall mean Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended, or any successor provision.

                  "SUBSIDIARY" shall mean a "subsidiary corporation," as that
term is defined in Section 424(f) of the Code.

                  "TRADING DAY" shall mean a day on which national stock
exchanges or The Nasdaq Stock Market, as applicable, are open for trading.

         3.       ELIGIBILITY.

                  (a) Any Employee who shall be employed by the Company on a
given Enrollment Date shall be eligible to participate in the Plan.

                  (b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan if (i)
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to
purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of the Company or of
any Subsidiary, or (ii) the option would cause his or her rights to purchase
stock under all employee stock purchase plans of the Company and its
Subsidiaries to accrue at a rate which exceeds twenty-five thousand dollars
($25,000) worth of stock (determined at the Fair Market Value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time.

         4.       OFFERING PERIODS. The Plan shall be implemented by
consecutive, overlapping Offering Periods with a new Offering Period
commencing on the first Trading Day on or after January 1 and July 1 each
year, or on such other date as the Board shall determine, and continuing
thereafter until terminated in accordance with Section 19. The Initial
Offering Period shall begin as set forth in Section 2. The Board shall have
the power to change the duration of Offering Periods (including the
commencement dates thereof) with respect to future offerings without
stockholder approval if such change is announced at least five (5) days prior
to the scheduled beginning of the first Offering Period to be affected
thereafter.

         5.       PARTICIPATION.

                  (a) An eligible Employee may become a participant in the Plan
by completing a subscription agreement authorizing payroll deductions in the
form of EXHIBIT A to this Plan and filing it with the Company's payroll office
prior to the applicable Enrollment Date.

                  (b) Payroll deductions for a participant shall commence on the
first payroll date following the Enrollment Date and shall end on the last
payroll date in the Offering Period to which such authorization is applicable,
unless sooner terminated by the participant as provided in Section 10.


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         6.       PAYROLL DEDUCTIONS.

                  (a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount not exceeding ten percent (10%) of the
Compensation which he or she receives on each payroll date during the Offering
Period.

                  (b) All payroll deductions made for a participant will be
credited to his or her account under the Plan and will be withheld in whole
percentages only. A participant may not make any payment into such account other
than by means of payroll deductions.

                  (c) A participant may discontinue his or her participation in
the Plan as provided in Section 10 by completing and filing with the Company a
new subscription agreement authorizing a change in payroll deduction rate. The
Board may, in its discretion, limit the number of participation rate changes
during any Offering Period. The change in rate shall be effective in the first
full payroll period following five (5) business days after the Company's receipt
of the new subscription agreement, unless the Company elects in its sole
discretion to process a given change in participation more quickly. A
participant's subscription agreement shall remain in effect for successive
Offering Periods, unless terminated as provided in Section 10.

                  (d) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b), a participant's
payroll deductions may be decreased to 0% at such time during any Purchase
Period which is scheduled to end during the current calendar year (the "Current
Purchase Period") that the aggregate of all payroll deductions which were
previously used to purchase stock under the Plan in a prior Purchase Period
which ended during that calendar year plus all payroll deductions accumulated
with respect to the Current Purchase Period equal $25,000. Payroll deductions
shall recommence at the rate provided in such participant's subscription
agreement at the beginning of the first Purchase Period which is scheduled to
end in the following calendar year, unless terminated by the participant as
provided in Section 10.

                  (e) Each participant who purchases shares of Common Stock
under the Plan shall thereby be deemed to have agreed that the Company or the
Subsidiary that employs the participant shall be entitled to withhold, from any
other amounts that may be payable to the participant at or around the time of
the purchase, such federal, state, local and foreign income, employment and
other taxes which may be required to be withheld under applicable laws. In lieu
of such withholding, the Company or such subsidiary may require the participant
to remit such taxes to the Company or such Subsidiary as a condition of the
purchase.

         7.       GRANT OF OPTION. On each Enrollment Date, each eligible
Employee participating in the Offering Period shall be granted an option to
purchase, on each applicable Exercise Date during such Offering Period, at
the applicable Purchase Price, up to a number of shares of the Company's
Common Stock determined by dividing (a) such Employee's payroll deductions
accumulated prior to such Exercise Date and retained in the participant's
account as of the


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Exercise Date by (b) the applicable Purchase Price; provided that such
purchase shall be subject to the limitations set forth in Sections 3(b) and
12.

         8.       EXERCISE OF OPTION. Unless a participant withdraws from the
Plan as provided in Section 10, his or her option for the purchase of shares
will be exercised automatically on the Exercise Date, and the maximum number
of full shares subject to option shall be purchased for such participant at
the applicable Purchase Price with the accumulated payroll deductions in his
or her account. No fractional shares will be purchased; any payroll
deductions accumulated in a participant's account which are not sufficient to
purchase a full share of Common Stock shall be retained in the participant's
account for the subsequent Offering Period, subject to earlier withdrawal by
the participant as provided in Section 10. Any other monies left over in a
participant's account after the Exercise Date shall be returned to the
participant. During a participant's lifetime, a participant's option to
purchase shares hereunder is exercisable only by him or her.

         9.       DELIVERY. As promptly as practicable after each Exercise Date
on which a purchase of shares occurs, the Company shall arrange the delivery
to each participant, as appropriate, of a certificate representing the shares
purchased upon exercise of his or her option.

         10.      WITHDRAWAL; TERMINATION OF EMPLOYMENT.

                  (a) A participant may withdraw all but not less than all of
the payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by giving written notice
to the Company in the form of EXHIBIT B to this Plan. All of the participant's
payroll deductions credited to his or her account will be paid to such
participant, and such participant's option for the Offering Period will be
automatically terminated, and no further payroll deductions for the purchase of
shares will be made for such Offering Period. If a participant withdraws from an
Offering Period, payroll deductions will not resume at the beginning of the
succeeding Offering Period unless the participant delivers to the Company a new
subscription agreement.

                  (b) Upon a participant's ceasing to be an Employee, for any
reason, he or she will be deemed to have elected to withdraw from the Plan, and
the payroll deductions credited to such participant's account during the
Offering Period but not yet used to exercise the option will be returned to such
participant or, in the case of his or her death, to the person or persons
entitled thereto under Section 14, and such participant's option will be
automatically terminated.

         11.      INTEREST. No interest shall accrue on the payroll deductions
of a participant in the Plan.

         12.      STOCK.

                  (a) Subject to adjustment upon changes in capitalization of
the Company as provided in Section 18, the maximum number of shares of the
Company's Common Stock which shall be made available for sale under the Plan
shall be 200,000, plus an annual increase to be added on the first day of the
Company's fiscal year beginning in 2001 equal to the lesser of either


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(I) 100,000 shares or (ii) one percent of the outstanding shares on such
date, or a lesser amount determined by the Board. If, on a given Exercise
Date, the number of shares with respect to which options are to be exercised
exceeds the number of shares then available under the Plan, the Company shall
make a pro rata allocation of the shares remaining available for purchase in
as uniform a manner as shall be practicable and as it shall determine to be
equitable.

                  (b) No participant will have any interest or voting right in
shares covered by his or her option until such option has been exercised.

                  (c) Shares to be delivered to a participant under the Plan
will be registered in the name of the participant or in the name of the
participant and his or her spouse, at the participant's election.

         13.      ADMINISTRATION.

                  (a) ADMINISTRATIVE BODY. The Plan shall be administered by the
Board or a committee of members of the Board appointed by the Board. The Board
or its committee shall have full and exclusive discretionary authority to
construe, interpret, and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan. Every finding,
decision, and determination made by the Board or its committee shall, to the
full extent permitted by law, be final and binding upon all parties.

                  (b) RULE 16b-3 LIMITATION. Notwithstanding the provisions of
subsection (a) of this Section 13, in the event that Rule 16b-3 provides
specific requirements for the administrators of plans of this type, the Plan
shall be only administered by such a body and in such a manner as shall comply
with the applicable requirements of Rule 16b-3. Unless permitted by Rule 16b-3,
no discretion concerning decisions regarding the Plan shall be afforded to any
committee or person that is not "disinterested," as that term is used in Rule
16b-3.

         14.      DESIGNATION OF BENEFICIARY.

                  (a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to an Exercise Date on which the option is exercised but prior to
delivery to such participant of such shares and cash. In addition, a participant
may file a written designation of a beneficiary who is to receive any cash from
the participant's account under the Plan in the event of such participant's
death prior to exercise of the option. If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.

                  (b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the
estate of the participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its discretion,
may deliver such shares and/or cash


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<PAGE>

to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

         15.      TRANSFERABILITY. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14) by the participant. Any such attempt
at assignment, transfer, pledge, or other disposition shall be without effect,
and the Company shall treat such act as an election to withdraw funds from an
Offering Period in accordance with Section 10.

         16.      USE OF FUNDS. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         17.      REPORTS. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to participating
Employees at least annually, which statements will set forth the amounts of
payroll deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.

         18.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. DISSOLUTION,
LIQUIDATION, MERGER OR ASSET SALE.

                  (a) CHANGES IN CAPITALIZATION. Subject to any required action
by the stockholders of the Company, the Reserves and the price per share of
Common Stock covered by each option under the Plan which has not yet been
exercised shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination, or reclassification of the Common
Stock, or any other increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company; PROVIDED, HOWEVER,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding, and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an option.

                  (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Offering Periods will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board.

                  (c) MERGER OR ASSET SALE. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each option under the Plan shall be
assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation,


                                       7

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unless the Board determines, in the exercise of its sole discretion and in
lieu of such assumption or substitution, to shorten the Offering Periods then
in progress by setting a new Exercise Date (the "New Exercise Date"). If the
Board shortens the Offering Periods then in progress in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board shall
notify each participant in writing, at least ten (10) business days prior to
the New Exercise Date, that the Exercise Date for his or her option has been
changed to the New Exercise Date and that his or her option will be exercised
automatically on the New Exercise Date unless prior to such date he or she
has withdrawn from the Offering Period as provided in Section 10. For the
purposes of this paragraph, an option granted under the Plan shall be deemed
to be assumed if, following the sale of assets or merger, the option confers
the right to purchase, for each share of Common Stock subject to the option
immediately prior to the sale of assets or merger, the consideration (whether
stock, cash or other securities or property) received in the sale of assets
or merger by holders of Common Stock for each share of Common Stock held on
the effective date of the transaction (and if such holders were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares of Common Stock); provided, however, that
if such consideration received in the sale of assets or merger was not solely
common stock of the successor corporation or its parent (as defined in
Section 424(e) of the Code), the Board may, with the consent of the successor
corporation, provide for the consideration to be received upon exercise of
the option to be solely common stock of the successor corporation or its
parent equal in fair market value to the per share consideration received by
holders of Common Stock in the sale of assets or merger.

         19.      AMENDMENT OR TERMINATION.

                  (a) The Board may at any time and for any reason terminate or
amend the Plan. Except as provided in Section 18 or this Section 19, no such
termination can affect options previously granted, provided that an Offering
Period may be terminated by the Board on any Exercise Date if the Board
determines that the termination of the Plan is in the best interests of the
Company and its stockholders. Except as provided in Section 18 or this Section
19, no amendment may make any change in any option previously granted which
adversely affects the rights of any participant with regard to such previously
issued option. To the extent necessary to comply with Rule 16b-3 or Section 423
of the Code (or any successor rule or provision or any other applicable law or
regulation), the Company shall obtain stockholder approval in such a manner and
to such a degree as required.

                  (b) Without stockholder consent and without regard to whether
any participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amounts withheld during an
Offering Period, establish the exchange ratio applicable to amounts withheld in
a currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures


                                       8

<PAGE>

as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

         20.      NOTICE. All notices or other communications by a participant
to the Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt thereof.

         21.      CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
with respect to an option unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.

                  As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.

         22.      TERM OF PLAN. The Plan shall become effective upon the date on
which the agreement between the Company and the underwriter(s) managing the
initial public offering of the Common Stock is executed and the Common Stock is
priced for the initial public offering, and shall continue in effect for a term
of ten (10) years unless sooner terminated under Section 19.

         23.      AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD. To the extent
permitted by Rule 16b-3 of the Exchange Act, if the Fair Market Value of the
Common Stock on any Exercise Date in an Offering Period is lower than the Fair
Market Value of the Common Stock on the Enrollment Date of such Offering Period,
then all participants in such Offering Period shall be automatically withdrawn
from such Offering Period immediately after the exercise of their option on such
Exercise Date and automatically re-enrolled in the immediately following
Offering Period as of the first day thereof.


                                       9

<PAGE>

                                    EXHIBIT A

                       MONOLITHIC SYSTEM TECHNOLOGY, INC.

                        2000 EMPLOYEE STOCK PURCHASE PLAN

                         FORM OF SUBSCRIPTION AGREEMENT


                                      10

<PAGE>

                       MONOLITHIC SYSTEM TECHNOLOGY, INC.

                        2000 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT



_____ Original Application                    Enrollment Date: ________________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)

         1.       _____________________________ hereby elects to participate in
                  the Monolithic System Technology, Inc. 2000 Employee Stock
                  Purchase Plan (the "Plan") and subscribes to purchase shares
                  of the Company's Common Stock in accordance with this
                  Subscription Agreement and the Plan.

         2.       I hereby authorize payroll deductions from each paycheck in
                  the amount of _______% of my Compensation on each payday
                  during the Offering Period in accordance with the Plan.
                  (Please note that no fractional percentages are permitted.)

         3.       I understand that said payroll deductions shall be accumulated
                  for the purchase of shares of Common Stock at the applicable
                  Purchase Price determined in accordance with the Plan. I
                  understand that, if I do not withdraw from an Offering Period,
                  any accumulated payroll deductions will be used to
                  automatically exercise my option.

         4.       I have received a copy of the Plan. I understand that my
                  participation in the Plan is in all respects subject to the
                  terms of the Plan. I understand that my ability to exercise
                  the option under this Subscription Agreement is subject to
                  obtaining stockholder approval of the Plan.

         5.       Shares purchased for me under the Plan should be issued in the
                  name(s) of (Employee, or Employee and spouse only):___________
                  ______________________________________________________________

         6.       I understand that if I dispose of any shares received by me
                  pursuant to the Plan within 2 years after the Enrollment Date
                  (the first day of the Offering Period during which I purchased
                  such shares) or one year after the Exercise Date, I will be
                  treated for federal income tax purposes as having received
                  ordinary income at the time of such disposition in an amount
                  equal to the excess of the fair market value of the shares at
                  the time such shares were purchased over the price which I
                  paid for the shares. I HEREBY AGREE TO NOTIFY THE COMPANY IN
                  WRITING WITHIN 30 DAYS AFTER THE DATE OF ANY DISPOSITION OF MY
                  SHARES, AND I WILL MAKE ADEQUATE


                                      11

<PAGE>

                  PROVISION FOR FEDERAL, STATE, OR OTHER TAX WITHHOLDING
                  OBLIGATIONS, IF ANY, WHICH ARISE UPON THE DISPOSITION OF
                  THE COMMON STOCK. The Company may, but will not be
                  obligated to, withhold from my compensation the amount
                  necessary to meet any applicable withholding obligation
                  including any withholding necessary to make available to
                  the Company any tax deductions or benefits attributable to
                  sale or early disposition of Common Stock by me. If I
                  dispose of such shares at any time after the expiration of
                  the 2-year and 1-year holding periods, I understand that I
                  will be treated for federal income tax purposes as having
                  received income only at the time of such disposition, and
                  that such income will be taxed as ordinary income only to
                  the extent of an amount equal to the lesser of (a) the
                  excess of the fair market value of the shares at the time
                  of such disposition over the purchase price which I paid
                  for the shares or (b) 15% of the fair market value of the
                  shares on the first day of the Offering Period. The
                  remainder of the gain, if any, recognized on such
                  disposition will be taxed as capital gain.

         7.       I hereby agree to be bound by the terms of the Employee Stock
                  Purchase Plan. The effectiveness of this Subscription
                  Agreement is dependent upon my eligibility to participate in
                  the Plan.

         8.       In the event of my death, I hereby designate the following as
                  my beneficiary(ies) to receive all payments and shares due me
                  under the Plan:


NAME: (Please print)
                    -----------------------------------------------------------
                        (First)               (Middle)              (Last)


-----------------------------            --------------------------------------
Relationship                             Signature


                                         --------------------------------------
                                         Print Name

                                         Address:
                                                 ------------------------------

                                                 ------------------------------

                                                 ------------------------------



           [Monolithic System Technology, Inc. ESPP Subscription Form]


                                      12

<PAGE>

Employee's Social Security Number:
                                         -------------------------------------

Employee's Address:
                                         -------------------------------------

                                         -------------------------------------

                                         -------------------------------------


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated:
      -----------------
                                   -------------------------------------------
                                   Signature of Employee


                                   -------------------------------------------
                                   Spouse's Signature (If beneficiary other
                                   than spouse)


           [Monolithic System Technology, Inc. ESPP Subscription Form]


                                      13

<PAGE>

                                    EXHIBIT B

                       MONOLITHIC SYSTEM TECHNOLOGY, INC.

                        2000 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL


                                       14
<PAGE>

                       MONOLITHIC SYSTEM TECHNOLOGY, INC.

                        2000 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL

         I am a participant in the Offering Period of the Monolithic System
Technology, Inc. 2000 Employee Stock Purchase Plan which began on
______________________, 20_____ (the "Enrollment Date"). I hereby notify the
Company that I hereby withdraw from the Offering Period. I hereby direct the
Company to pay me all the payroll deductions credited to my account with respect
to such Offering Period. I understand and agree that my option for such Offering
Period will be automatically terminated. I understand further that no further
payroll deductions will be made for the purchase of shares in the current
Offering Period and I will be eligible to participate in succeeding Offering
Periods only by delivering to the Company a new Subscription Agreement.



                                  Name and Address of Participant

                                  -------------------------------------------

                                  -------------------------------------------

                                  -------------------------------------------

                                  -------------------------------------------

                                  Signature

                                  -------------------------------------------

                                  Date:
                                       --------------------------------------


                                      15