AVANTGARB, LLC
                           2000 EQUITY INCENTIVE PLAN


         1. Purpose.  AvantGarb,  LLC 2000 Equity Incentive Plan (the "Plan") is
intended  to  enhance  the  ability of  AvantGarb,  LLC,  a  California  limited
liability  company  (the  "Company"),   to  attract,  retain  and  motivate  key
executives, employees, directors and consultants of the Company, its parent, its
affiliates,  joint ventures or  subsidiaries,  by providing such persons with an
opportunity  to obtain a  proprietary  interest in the Company and by  rewarding
them for their contribution to the Company.  The Company believes that providing
such  opportunities  and  rewards  serves the best  interests  of the  Company's
shareholders.

         2.       Definitions.  As used herein:
                  -----------

                  "Agreement" means the agreement described in Section 8 hereof.

                   "Award" means Options, Performance Shares, Stock Appreciation
Rights and Restricted Shares. -----

                  "Beneficiary" or  "Beneficiaries"  means the person or persons
designated  by a  Participant  pursuant to the  provisions  of the  Agreement to
receive  payments or rights  pursuant to such Agreement  upon the  Participant's
death.  If no Beneficiary is so designated by a Participant or if no Beneficiary
is living at the time a payment  is due  pursuant  to such  Agreement,  payments
shall be made to the estate of such  Participant.  The Agreement shall provide a
Participant with the right to change the designated  Beneficiaries  from time to
time by  written  instrument  executed  by the  Participant  and filed  with the
Committee in accordance with such rules as may be specified by the Committee.

                  "Board" means the Board of Directors of the Company.

                  "Change of  Control"  has the  meaning set forth in Section 14
hereof.

                  "Code"  means the Internal  Revenue Code of 1986,  as amended,
and the regulations  promulgated  thereunder,  as such law or regulations may be
amended from time to time.

                  "Committee"  means the  committee  of the Board  described  in
Section 5 hereof.

                  "Common Stock" means (a) a member interest Unit in the company
or (b) a share of common stock of any successor corporation issuing common stock
into which the Company is merged or otherwise converted,  in the course of which
member  interest  units are  converted  into shares of common  stock or (c) such
other class or kind of shares or other  securities  as may be  applicable  under
Section 13 hereof.

                  "Effective Date" means the date described in Section 3 hereof.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended,  and the  rules  and  regulations  thereunder,  as such  act,  rules or
regulations may be amended from time to time.

                  "Fair  Market  Value"  means the  closing  price of a share of
Common Stock on a specified  date as reported in the official  reporting  entity
for the exchange or quotation  system on which shares of Common Stock are listed
or traded for such date, or such other  measurement of value as may be specified
by the Committee from time to time.

                  "Free-Standing   Stock  Appreciation   Right"  means  a  Stock
Appreciation Right not granted in tandem with an Option.

                  "Grant  Date"  means,  with  respect  to any  Award,  the date
designated by the Committee as the date on which such Award was granted.

                   "Incentive  Stock  Option" means an Option which is qualified
as an incentive stock option under Section 422(b) of the Code.

                  "Initial  Value"  means  the  initial  value,  if  any,  of  a
Free-Standing  Stock  Appreciation  Right, as determined at the time of grant by
the Committee in its discretion  and as set forth in the  applicable  Agreement;
provided, however, that the Initial Value of a Stock Appreciation Right shall be
no less than 100% of the Fair Market  Value of a share of Common Stock as of the
Grant Date.

                  "Non-qualified  Stock  Option"  means an Option which does not
qualify as an Incentive Stock Option.

                  "Option" means an option to purchase units or shares of Common
Stock, subject to the terms and conditions provided for in Section 9 hereof.

                  "Option  Price"  means the  exercise  price of an  Option,  as
determined  at the time of grant by the Committee in its  discretion  and as set
forth in the applicable Agreement;  provided,  however, that the Option Price of
an Incentive Stock Option shall be no less than 100% of the Fair Market Value of
a share of Common Stock as of the Grant Date;  and provided,  further,  that the
Option  Price of any  Incentive  Stock  Option shall be subject to the terms set
forth in Section 9(a)(iv) hereof.

                  "Participant" means a key employee, officer or director of, or
consultant  to,  the  Company,  its  parent  or one of its  subsidiaries,  joint
ventures or  affiliates,  who is designated by the Committee to receive an Award
under the Plan.

                  "Performance  Goals"  have the  meaning set forth in Section 7
hereof.  Performance  Goals  shall  be  objective  and  pre-established  by  the
Committee within the meaning of Section 162(m) of the Code.

                  "Performance   Period"   means  a  fixed   period   of   time,
pre-established  by the Committee,  during which a Participant  performs service
for the Company and during which Performance Goals may be achieved.

                  "Performance  Share"  means a right whose value is  determined
with reference to attaining  Performance Goals for a Performance  Period or such
other measure as may be approved by the Committee,  from time to time, and which
is paid in shares of Common Stock, cash or a combination  thereof, as determined
by the Committee in its discretion, subject to the terms and conditions provided
for in Section 11 hereof.

                  "Plan" means the AvantGarb, LLC 2000 Equity Incentive Plan, as
the same may be  amended,  from time to time,  in  accordance  with  Section  15
hereof.

                  "Restricted Share" means a unit or share of Common Stock which
is  restricted  subject to the terms and  conditions  provided for in Section 12
hereof.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations thereunder, as such law, rules and regulations may
be amended from time to time.

                  "Stock  Appreciation  Right" or "SAR" means a right to receive
the appreciation, if any, in the Fair Market Value of one share of Common Stock,
subject to the terms and conditions provided for in Section 10 hereof.

                  "Tandem Stock  Appreciation  Right" means a Stock Appreciation
Right granted in tandem with an Option.

                  "Unit"  means a member  interest  unit in a limited  liability
company formed under applicable state corporate laws.

         3.  Effective  Date.  The  Plan  shall  become  effective  on the  date
("Effective  Date") of its  adoption  by the Board.  (Subject to approval of the
Plan by the stockholders of the Company. Prior to such stockholder approval, the
Committee  may  grant  Awards  conditioned  on  stockholder  approval.  If  such
stockholder approval is not obtained by the first annual meeting of stockholders
to occur after the  adoption  of the Plan by the Board,  the Plan and any Awards
made  thereunder  shall  terminate  ab  initio  and be of no  further  force and
effect.)

4.       Maximum Number of Shares Available for Grant.

                  (a) Subject to adjustment  pursuant to Section 13 hereof,  the
maximum  aggregate  number of shares of Common  Stock that may be used to settle
Awards made under the Plan shall not exceed  2,850,000  shares of Common  Stock.
Notwithstanding  the foregoing,  any Awards that have been forfeited or canceled
or have expired without the relevant Participant having received value therefor,
such as the forfeiture of a Participant's  unvested  Options upon termination of
his/her  service (an  "Expired  Award"),  shall not be counted  for  purposes of
determining  the number of shares of Common Stock issued or reduce the number of
Awards  issuable in connection  with Awards granted under the Plan. For purposes
of the  immediately  preceding  sentence,  neither (i) any Award tendered to the
Company or withheld by the Company to satisfy tax withholding requirements,  nor
(ii) any  Restricted  Share that is  forfeited,  canceled  or  expired  and with
respect to which a Participant received any dividends or "benefits of ownership"
(within the meaning of the rules under Section 16(b) of the Exchange Act), shall
be deemed an Expired Award.

                  (b)  Shares  of  Common  Stock  issued  under  the Plan may be
authorized  and  unissued  shares  or  issued  and  re-acquired  shares,  as the
Committee may from time to time determine.

                  5.       Administration.
                           --------------

                  (a) The Plan shall be  administered  by the  Committee,  which
shall be appointed  by the Board and which shall  consist of two or more members
of the Board. From and after the date that the Company has become subject to the
reporting  requirements of the Exchange Act, each member of the Committee at all
times during service as a member of the Committee  shall qualify with respect to
the Plan as a "Non-Employee Director" within the meaning of Rule 16b-3 under the
Exchange Act and as an "outside  director"  within the meaning of Section 162(m)
of the Code. The Committee  shall have full power and authority to interpret and
construe the  provisions  of the Plan and of any  Agreements  under the Plan and
make  determinations   pursuant  to  any  Plan  provision  or  Agreement.   Each
interpretation, determination or other action made or taken pursuant to the Plan
by the Committee shall be final, conclusive and binding on all persons.

                  (b) No member of the  Committee  shall be liable for  anything
whatsoever  in  connection  with  the  administration  of the Plan  except  such
member's own willful misconduct.  Under no circumstances shall any member of the
Committee  be  liable  for  any  act or  omission  of any  other  member  of the
Committee.  In the  performance  of its functions  with respect to the Plan, the
Committee shall be entitled to rely upon information and advice furnished by the
Company's  officers,  the Company's  accountants,  the Company's counsel and any
other party the Committee deems necessary,  and no member of the Committee shall
be liable for any action taken or not taken in reliance upon any such advice.

         6. Grant or Offer of Awards.  The Committee  shall,  from time to time,
select  and  make  grants  of  Awards  or  offers  for  the  sale of  Awards  to
Participants.

         7.  Establishment of Performance  Goals.  Awards of Performance  Shares
hereunder shall be based, and Awards of Restricted Shares hereunder may be based
(in the Committee's  discretion),  upon Performance Goals pre-established by the
Committee with respect to a Performance  Period.  The Performance Goals shall be
based on one or more of the following criteria to be attained by the Company (or
a subsidiary  or division  thereof):  (i) total  shareholder  return,  (ii) Fair
Market Value of a share of Common  Stock,  (iii)  earnings  before  interest and
taxes, (iv) return on investment, (v) earnings per share, (vi) return on equity,
and (vii) earnings before interest,  taxes,  depreciation and amortization.  The
Committee  shall  certify in writing that a  Performance  Goal has been attained
prior to payment of any Award based on such Performance Goal.  Performance Goals
may be revised by the Committee,  at such times as it deems  appropriate  during
the  Performance  Period,  in order to take into  consideration  any  unforeseen
events or changes in circumstances.

         8.       Agreement; Transferability of Awards.
                  ------------------------------------

                  (a)  Agreement.  The terms  and  conditions  of each  grant of
Awards  shall be embodied in a written  agreement  (the  "Agreement")  in a form
approved  by  the  Committee  and  delivered  to  the  Participant  as  soon  as
practicable  following  the Grant Date.  The  Agreement  shall contain terms and
conditions not inconsistent  with the Plan and which shall  incorporate the Plan
by reference.  Each Agreement  shall: (a) state the Grant Date of the Award, the
number of shares or units issuable in connection with the Award or the number of
Performance Shares, Free-Standing Stock Appreciation Rights or Restricted Shares
related to the Award, as the case may be, as well as the exercisability, payment
and other restrictions  applicable to the Award, as determined by the Committee,
and (i) in the  case of  Options  (and any  related  Tandem  Stock  Appreciation
Rights),  the Option Price, (ii) in the case of Restricted  Shares, the purchase
price, if any, for such Restricted Shares, or (iii) in the case of Free-Standing
Stock  Appreciation  Rights, the Initial Value thereof and the maximum number of
shares of Common Stock that may be issued in connection  therewith;  (b) specify
any applicable vesting schedule;  (c) in the case of Options,  state whether the
Option is intended to qualify as an  Incentive  Stock  Option;  (d) provide that
Restricted Shares shall only be transferable  after they vest and that,  subject
to Section  8(b)  hereof,  all other  Awards  shall not be  transferable  by the
Participant otherwise than by will or the laws of descent and distribution, by a
qualified legal  representative  in the event of disability or incompetence,  or
pursuant to a qualified  domestic relations order as such term is defined in the
Code or Title I of the  Employee  Retirement  Income  Security  Act of 1974,  as
amended,  or the rules thereunder,  and during the Participant's  lifetime shall
only be exercisable by or paid to the Participant; (e) provide for the treatment
of Awards in the event of the termination of the Participant's  employment;  (f)
provide such other  additional or alternative  terms as may, in the  Committee's
discretion,  be advisable to comply with the exemptive  relief  provided by Rule
16b-3 under the Exchange Act; (g) provide such other terms and  conditions,  not
inconsistent  with the Plan,  as the Committee  may deem  advisable;  and (h) be
signed by the recipient of the Award and a person designated by the Committee.

                  (b) Transferability.  Notwithstanding Section 8(a) hereof, the
Committee  may,  subject to such terms and  conditions  as the  Committee  shall
specify, permit the transfer of an Award to a Participant's family members or to
one or more trusts, partnerships or corporations established in whole or in part
for the benefit of one or more of such family members;  provided,  further, that
the  restrictions  in this  sentence  shall not apply to shares of Common  Stock
received in  connection  with an Award after the date that the  restrictions  on
transferability  of such  shares  set  forth in the  applicable  Agreement  have
lapsed.  During the lifetime of the Participant,  an Option,  Stock Appreciation
Right or similar-type  of Award shall be exercisable  only by the Participant or
by the family member or trust to whom such Option,  Stock  Appreciation Right or
other Award has been transferred in accordance with the previous sentence.

         9.       Terms of Options.
                  ----------------

                  (a) Terms of Options Generally.  Options may be granted to any
Participant  to  purchase  such  number of units or  shares of Common  Stock and
having such terms as the  Committee  shall  determine in exchange for payment of
the Option Price in cash,  or, in the  discretion  of the  Committee  and to the
extent provided in the applicable Agreement,  in units or shares of Common Stock
already owned by the Participant, through withholding of Common Stock subject to
the  Option  with a  value  equal  to the  exercise  price,  in  other  property
acceptable  to the  Committee or in any  combination  of cash,  shares of Common
Stock or such other  property,  or such other manner of settlement of the Option
Price as the Committee  shall  determine.  Options  granted under the Plan shall
comply with the terms and conditions set forth in this Section 9.

                           (i)  Vesting.  Each  Option  shall  vest  and  become
                  exercisable as determined by the Committee and as set forth in
                  the applicable Agreement.

                           (ii)  Duration  of  Options.  Each  Option  shall  be
                  effective  for  such  term  as  shall  be  determined  by  the
                  Committee and set forth in the Agreement;  provided,  however,
                  that  no  Option  shall  be   exercisable   beyond  the  tenth
                  anniversary of the Grant Date of such Option.

                           (iii)  Exercise  Price.  The price at which shares of
                  Common Stock may be purchased  under an Incentive Stock Option
                  shall not be less than  100% of the Fair  Market  Value of the
                  Common Stock on the Grant Date.

                           (iv)  Incentive  Stock  Options  Granted  to  Certain
                  Shareholders. No Incentive Stock Option may be issued pursuant
                  to the terms of the Plan to any  individual  who,  at the time
                  the Option is granted,  owns stock possessing more than 10% of
                  the total  combined  voting  power of all  classes of units or
                  stock of the  Company or any of its  subsidiaries,  unless (A)
                  the Option Price  determined  as of the Grant Date is at least
                  110% of the Fair  Market  Value on the Grant Date of the units
                  or shares of Common Stock subject to such Option,  and (B) the
                  Incentive Stock Option is not exercisable more than five years
                  from the Grant Date thereof.

                  (b) Effect of Exercise on Related  Tandem  Stock  Appreciation
Rights.  The  exercise  of an Option  shall  result in the  cancellation  of any
related Tandem Stock Appreciation Rights on a share-for-share basis.

                  (c)   Limitation   on  Exercise.   The  Option  shall  not  be
exercisable  unless the offer and sale of the Common Stock subject to the Option
has been registered under the Securities Act, or the Company has determined that
an exemption from  registration  under the Securities Act (and applicable  state
laws) is  available  and  applicable  to the offer and sale of the Common  Stock
subject to the Option.

                  (d) Delivery of Certificate.  As soon as practicable following
the exercise of an Option,  a certificate in the  Participant's  name evidencing
the  appropriate  number of units or shares of Common Stock issued in connection
with such exercise shall be delivered to the Participant.

         10.      Terms of Stock Appreciation Rights.
                  ----------------------------------

                  (a) Terms of Stock Appreciation  Rights Generally.  Each Stock
Appreciation  Right  granted  under  the Plan  shall  comply  with the terms and
conditions set forth in this Section 10.

                           (i) Grants of Stock Appreciation  Rights. Each Tandem
         Stock  Appreciation  Right shall  relate to a specific  Option  granted
         under  the Plan  and in the  case of  Incentive  Stock  Options  may be
         granted only concurrently  with the Option to which it relates.  In the
         case of Non-qualified  Stock Options,  Tandem Stock Appreciation Rights
         may be  granted  at any time  prior  to the  exercise,  termination  or
         expiration of such Option.  Free-Standing Stock Appreciation Rights may
         be granted by the Committee at any time to any Participant.

                           (ii)   Vesting,   Exercise   and  Duration  of  Stock
         Appreciation  Rights.  A  Tandem  Stock  Appreciation  Right  shall  be
         exercisable by a Participant  only at such times as the Option to which
         it relates may be exercised, shall be forfeited when the related Option
         is forfeited and may expire no later than the expiration of the related
         Option.  Each  Free-Standing  Stock  Appreciation  Right shall vest and
         become  exercisable  as determined by the Committee and as set forth in
         the applicable Agreement.

                           (iii) Value of Stock  Appreciation  Rights.  A vested
         Stock  Appreciation  Right shall entitle a Participant  to receive from
         the  Company,  upon  exercise of the right,  an amount  (payable in the
         manner  described  in Section  10(c)  hereof)  equal to the Fair Market
         Value on the exercise date of the Stock Appreciation Right of the total
         number  of  units or  shares  of  Common  Stock  for  which  the  Stock
         Appreciation  Right is exercised,  less (A) in the case of Tandem Stock
         Appreciation  Rights,  the Option Price that the Participant would have
         otherwise been required to pay to purchase such units or shares had the
         Option been exercised  with respect to such units or shares,  or (B) in
         the case of a  Free-Standing  Stock  Appreciation  Right,  the  Initial
         Value.

                           (iv)  Number  of  Shares  Covered  by a Tandem  Stock
         Appreciation Right. In no case may the number of shares of Common Stock
         covered by a Tandem Stock Appreciation Right exceed the number of units
         or shares of Common Stock covered by the related Option.

                  (b) Effect of Exercise of Tandem Stock  Appreciation  Right on
Related  Option.  The  exercise  of a  Tandem  Stock  Appreciation  Right  shall
automatically   result  in  the   cancellation   of  the  related  Option  on  a
unit-for-unit  or  share-for-share  basis,  and the shares of Common Stock which
were related to such Option shall not again be  available  for future  grants or
sales of Awards.

                  (c) Payment.  Payment to a Participant  upon the exercise of a
Stock  Appreciation  Right shall be made as soon as  practicable  following such
exercise and, in the discretion of the Committee,  may be made in cash, in units
or shares of Common Stock or a combination of cash and units or shares of Common
Stock; provided,  however, that payment shall not be made in Common Stock unless
the Common Stock has been  registered  under the Securities  Act, or the Company
has determined  that an exemption  under such Act is available and applicable to
such exercise and payment in Common Stock.

                  (d) Delivery of Certificate.  As soon as practicable following
the  exercise  of a Stock  Appreciation  Right  that is paid in whole or part in
Common Stock, a certificate evidencing the appropriate number of units or shares
of Common Stock issued in connection  with such  exercise  shall be delivered to
the Participant.

         11.      Terms of Performance Shares.
                  ---------------------------

                  (a) Terms of Performance Shares Generally.  Performance Shares
may be granted to any  Participant.  The  Performance  Shares granted  hereunder
shall comply with the terms and conditions set forth in this Section 11.

                           (i)  Measurement  of Value of Performance  Shares.  A
                  vested  Performance  Share shall  entitle the  Participant  to
                  receive from the Company,  on such date as the  Committee  may
                  determine in its discretion and as set forth in the applicable
                  Agreement,  the  value of the  number  of units or  shares  of
                  Common   Stock   determined   with   reference   to  attaining
                  Performance Goals for a Performance Period as set forth in the
                  applicable Agreement.

                           (ii) Vesting.  Each  Performance  Share shall vest as
                  determined by the Committee and as set forth in the applicable
                  Agreement,  but in no event  less than one year from the Grant
                  Date.

                  (b)  Payment.  Payment  to a  Participant  with  respect  to a
Performance Share shall be made in the discretion of the Committee,  in units or
shares of Common Stock,  cash,  or a combination  of cash and units or shares of
Common  Stock;  provided,  however,  that payment  shall not be made in units or
Common Stock unless the Common Stock has been  registered  under the  Securities
Act in connection  therewith,  or the Company has  determined  that an exemption
under such Act is available and applicable to such exercise and payment in units
or Common Stock.

                  (c) Delivery of  Certificate.  Upon  payment of a  Performance
Share  that is paid in whole or part in units or  Common  Stock,  a  certificate
evidencing the  appropriate  number of units or shares of Common Stock issued in
connection with such exercise shall be delivered to the Participant.

         12.      Terms of Restricted Shares.
                  --------------------------

                  (a) Terms of Restricted  Shares  Generally.  Restricted Shares
may be granted or offered for sale to any Participant,  may be granted solely in
consideration  for services  rendered or to be rendered to the  Company,  or its
subsidiaries or affiliates, and may also be granted in substitution and exchange
for restricted property (within the meaning of Section 83 of the Code) held by a
Participant.  If Restricted Shares are offered for sale hereunder,  the purchase
price shall be payable in cash,  or, in the  discretion  of the Committee and to
the extent  provided in the applicable  Agreement,  in units or shares of Common
Stock  already  owned by the  Participant,  in  promissory  notes  (which may be
recourse or non-recourse by the maker),  in other property or in any combination
of cash, units or shares of Common Stock or such other property.  The Restricted
Shares  granted or offered  for sale under the Plan shall  comply with the terms
and conditions set forth in this Section 12.

                  (b) Purchase Price; Offering Period. Restricted Shares offered
for sale shall be sold at a purchase price determined at the time of offering by
the Committee in its discretion and as set forth in the applicable Agreement.

                  (c) Delivery of  Certificate.  At the time of grant or sale of
Restricted  Shares to a Participant,  a certificate  evidencing the  appropriate
number of units or shares of Common Stock granted or sold to the  Participant as
Restricted Shares shall be issued in the Participant's name but shall be subject
to a substantial risk of forfeiture within the meaning of Section 83 of the Code
and shall be held by the Company for the account of the  Participant  until such
time  as  such  Restricted  Shares  vest  hereunder.   Upon  such  vesting,  the
certificate evidencing such shares shall be delivered to the Participant.

                  (d) Vesting. Each Restricted Share shall vest as determined by
the Committee and as set forth in the applicable Agreement.  The vesting of each
Restricted Share which is subject to the attainment of Performance Goals for the
relevant  Performance Period established by the Committee shall not vest in less
than one year.

         13.      Certain Adjustments.
                  -------------------

                  (a) Effect of  Reorganization.  Subject to the  provisions  of
Section 14 hereof,  in the event that (i) the Company is merged or  consolidated
with, or converted into, another corporation,  (ii) all or substantially all the
assets of the Company are  acquired  by another  corporation,  person or entity,
(iii) the Company is reorganized,  dissolved or liquidated, or (iv) the division
or  subsidiary  for  which a  Participant  performs  services  is sold,  merged,
consolidated,  reorganized or liquidated (each such event in (i), (ii), (iii) or
(iv) being  hereinafter  referred to as a  "Reorganization  Event"),  or (v) the
Board shall propose that the Company enter into a Reorganization Event, then the
Committee shall (A) make appropriate  adjustment in the number and kind of units
or shares of Common  Stock  reserved  for Awards  that may be granted or offered
pursuant to the Plan,  and (B) with  respect to then  outstanding  Awards,  make
appropriate adjustments to provide each Participant with a benefit substantially
equivalent   to  that  which  he/she  would  have  been  entitled  to  had  such
Reorganization Event not occurred.

                  (b)  Dilution and Other  Adjustments.  In the event of a stock
dividend, stock split, recapitalization,  exchange of shares, warrants or rights
offering to purchase  Common  Stock at a price  substantially  below fair market
value or other similar event affecting the Common Stock or units,  the Committee
shall  adjust the number and kind of Common  Stock or units  reserved for Awards
that may be granted or offered  pursuant to the Plan,  and shall make any or all
of the  following  adjustments  that in its  discretion  it deems  necessary  or
advisable to provide each Participant with a benefit equivalent to that to which
he/she  would have been  entitled  had such event not  occurred:  (i) adjust the
number of Awards granted or offered to each Participant and the number of Awards
that may be granted or offered  generally  pursuant to the Plan, (ii) adjust the
Option  Price of any  Options and the  Initial  Value of any Stock  Appreciation
Rights,  and (iii)  make any other  adjustments,  or take  such  action,  as the
Committee,  in its discretion,  deems  appropriate.  Such  adjustments  shall be
conclusive  and binding for all  purposes.  Unless  otherwise  determined by the
Committee,  such  adjustments  shall be subject to the same vesting schedule and
restrictions to which the underlying Award is subject.  No fractional  shares of
Common  Stock shall be reserved or  authorized  by any such  adjustment.  In the
event of a change  in the  Common  Stock  which is  limited  to a change  in the
designation  thereof to "Capital  Stock" or other similar  designation,  or to a
change in the par value  thereof,  or from par  value to no par  value,  without
increase or decrease in the number of issued shares,  the shares  resulting from
any such  change  shall be deemed to be Common  Stock  within the meaning of the
Plan.

         14.      Change of Control.
                  -----------------

                  (a)  Notwithstanding  any other  provision  of the Plan or any
Agreement,  the Committee  shall have the authority in its discretion to provide
for the accelerated  vesting and/or payment of Awards (with or without regard to
the achievement of Performance  Goals) in the event of a Change of Control or in
the event of a  determination  by the  Committee  that a Change of  Control  may
occur.

                  (b) For purposes of this Section 14, "Change of Control" means
that any of the following events shall have occurred:

                           (i)  The  Company  is  merged  or   consolidated   or
                  reorganized  into  or  with  another  corporation,  person  or
                  entity,  and as a  result  of such  merger,  consolidation  or
                  reorganization  less than a majority  of the  combined  voting
                  power of the then outstanding  securities of such corporation,
                  person or entity  immediately  after such transaction are held
                  in the  aggregate by the holders of Voting Stock (as that term
                  is hereafter defined) of the Company immediately prior to such
                  transaction;

                           (ii) The Company sells or otherwise  transfers all or
                  substantially  all of its  assets  to any  other  corporation,
                  person or  entity,  and less than a majority  of the  combined
                  voting  power  of  the  then-outstanding  securities  of  such
                  corporation,  person or entity  immediately after such sale or
                  transfer  is held in the  aggregate  by the  holders of Voting
                  Stock  of the  Company  immediately  prior  to  such  sale  or
                  transfer;

                           (iii)  There is a report  filed  on  Schedule  13D or
                  Schedule  14D-1 of the  Exchange  Act by a person other than a
                  person that  satisfies the  requirements  of Rule  13d-1(b)(1)
                  under the Exchange Act for filing such report on Schedule 13G,
                  which report as filed  discloses  that any person (as the term
                  "person" is used in Section  13(d)(3)  or Section  14(d)(2) of
                  the Exchange Act) has become the beneficial owner (as the term
                  "beneficial  owner" is  defined  under  Rule  13d-3  under the
                  Exchange Act) of securities  representing 12.5% or more of the
                  combined  voting  power  of  the  then-outstanding  securities
                  entitled to vote generally in the election of Directors of the
                  Company ("Voting Stock");

                           (iv) The  Company  files a report or proxy  statement
                  with the  Securities and Exchange  Commission  pursuant to the
                  Exchange  Act  disclosing  in response to Form 8-K or Schedule
                  14A that a change in  control of the  Company  has or may have
                  occurred  or will or may occur in the future  pursuant  to any
                  then-existing contract or transaction; or

                           (v) If during  any period of two  consecutive  years,
                  individuals who at the beginning of any such period constitute
                  the   Directors  of  the  Company  cease  for  any  reason  to
                  constitute at least a majority  thereof,  unless the election,
                  or the nomination for election by the Company's  stockholders,
                  of each  Director of the  Company  first  elected  during such
                  period was  approved by a vote of at least  two-thirds  of the
                  Directors  of the  Company  then  still  in  office  who  were
                  Directors of the Company at the beginning of any such period.

                  Notwithstanding  the  foregoing  provisions of Clause (iii) or
                  (iv) hereof, a "Change of Control" shall not be deemed to have
                  occurred  for  purposes  of the Plan  solely  because  (x) the
                  Company,  (y) an  entity  in which  the  Company  directly  or
                  indirectly  beneficially  owns  50%  or  more  of  the  voting
                  securities,  or  (z)  any  Company-sponsored   employee  stock
                  ownership  plan  or any  other  employee  benefit  plan of the
                  Company  (or any  trustee  of any  such  plan on its  behalf),
                  either files or becomes  obligated to file a report or a proxy
                  statement  under or in  response  to  Schedule  13D,  Schedule
                  14D-1,  or Form 8-K or Schedule  14A under the  Exchange  Act,
                  disclosing  beneficial  ownership  by it of  shares  of Voting
                  Stock, whether in excess of 12.5% or otherwise, or because the
                  Company reports that a Change of Control of the Company has or
                  may have occurred or will or may occur in the future by reason
                  of such beneficial ownership.

         15.  Amendment of the Plan.  The Board may at any time and from time to
time modify, amend, suspend or terminate the Plan in whole or in part; provided,
however,  that any amendment which is required by law (including the Code) or by
the rules of any stock  exchange  upon which  shares of Common  Stock are traded
which require  shareholder  approval  thereof shall not be effective  unless and
until such  shareholder  approval has been obtained in compliance with such rule
or law. No termination,  modification or amendment of the Plan may,  without the
consent of the Participant to whom an Award has been granted,  adversely  affect
the rights of such Participant under such Award.

         16.  Termination.  Unless previously  terminated pursuant to Section 15
hereof, the Plan shall terminate on the fifth anniversary of the Effective Date,
and no further  Awards may be granted  hereunder  after such date.  Awards  then
outstanding  may continue to be exercised,  vest or be paid in  accordance  with
their terms.

         17. Use of Proceeds. The proceeds received by the Company from the sale
of Common  Stock or units  pursuant to the sale or exercise of Awards  under the
Plan  shall  be added  to the  Company's  general  funds  and  used for  general
corporate purposes.

         18.      Miscellaneous.
                  -------------

                  (a) No  Rights  to  Grants  or  Continued  Service.  Except as
expressly provided for in the Plan, no Participant shall have any claim or right
to be granted an Award under the Plan, nor shall any Participant have a right to
receive  payment  of an Award  in any form  other  than as the  Committee  shall
approve.  Neither the Plan nor any action taken  hereunder shall be construed as
giving any  Participant any right to be retained in the employ or service of the
Company.

                  (b) No  Restriction  on Right of Company  to Effect  Corporate
Changes.  Nothing in the Plan shall  affect the right or power of the Company or
its shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations  or other  changes in the  Company's  capital  structure  or its
business,  or any merger or consolidation of the Company, or any issue of stock,
units,  options,  warrants or rights to purchase stock or of bonds,  debentures,
preferred or prior preference  stocks whose rights are superior to or affect the
Common Stock or the rights thereof or which are convertible into or exchangeable
for Common Stock, or the dissolution or liquidation of the Company,  or any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

         (c) Governing Law. The Plan, and all agreements  entered into under the
Plan shall be construed in accordance  with and governed by the internal laws of
the State of Delaware.

         (d) Withholding. As a condition to the making of any Award, the vesting
or payment of any Award or the lapse of the restrictions pertaining thereto, the
Company may, in the discretion of the Committee,  require the Participant to pay
such  sum to  the  Company  as  may be  necessary  to  discharge  the  Company's
obligations with respect to any taxes, assessments or other governmental charges
imposed on property or income received by a Participant pursuant to the Plan. In
the  discretion  of the  Committee,  such  payment may be in the form of cash or
other  property.  In the  discretion  of the  Committee,  the  Company  may make
available for delivery a lesser number of units or shares,  in  satisfaction  of
such taxes,  assessments or other governmental charges. At the discretion of the
Committee,  the Company may deduct or withhold from any payment or  distribution
to a Participant  whether or not pursuant to the Plan. In the  discretion of the
Committee,  the Company may offer loans to Participants  to satisfy  withholding
requirements  on such terms as the Committee may  determine,  which loans may be
non-interest bearing.

         (e) Equity Holder  Rights.  A Participant  shall not have any dividend,
voting or other  equity  holder  rights  by  reason  of any  Award  prior to the
Participant  becoming the record  holder on the books of the Company of units or
shares of Common Stock pursuant to such Award,  and no adjustment  shall be made
for dividends or  distributions  or other rights in respect of any unit or share
for which the record date is prior to the date upon which the Participant  shall
become the holder of record thereof; provided, however, that a Participant shall
have all rights of an equity holder as to any Restricted  Shares sold or granted
to him/her  (except for any applicable  risk of forfeiture and  restrictions  on
transferability), including the right to receive dividends and the right to vote
for  directors  and  upon  other  matters  in  accordance   with  the  Company's
Certificate  of  Incorporation  or other  organizing  documents;  and  provided,
further,  that the  Participant  shall  not have the  right to  transfer,  sell,
hypothecate, pledge or otherwise alienate any unvested Restricted Shares.

         (f) Headings.  The headings of Sections  herein are included solely for
convenience  of  reference  and  shall  not  affect  the  meaning  of any of the
provisions of the Plan.






         OPTION AWARD AGREEMENT ("Agreement") dated as of _____________, between
AVANTGARB, LLC, a California limited liability company (the "Company"),  and the
other party signatory hereto (the "Participant").

         WHEREAS,  the  Participant  is a key executive,  employee,  director or
consultant  of  the  Company  or  one of its  subsidiaries,  joint  ventures  or
affiliates  and, upon the terms and subject to the  conditions  hereinafter  set
forth,  the Company  desires to provide the  Participant  with an  incentive  to
remain in its employ and to  increase  Participant's  interest in the success of
the Company by granting  Participant  the option  awards herein  described  (the
"Awards") pursuant to the Company's 2000 Equity Incentive Plan (the "Plan");

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree as follows:

         1.       Incorporation of Plan; Definitions.
                  ----------------------------------

         Awards granted hereunder are subject in their entirety to the terms and
conditions of the Plan,  which are incorporated  herein by reference.  The terms
used in this Agreement  that are not defined  herein shall have the  definitions
assigned to them in the Plan.

         2.       Options.
                  ----------------

                  (a)  Grant  of  Options.  The  Company  hereby  grants  to the
         Participant,  effective  as of the  date  hereof  (the  "Grant  Date"),
         options  (the  "Options")  to purchase the number of Units or shares of
         Common Stock of the Company specified on Exhibit A hereof, such Options
         to be exercisable at the exercise price per share (the "Option  Price")
         set forth on Exhibit A. The Units or shares  issuable  upon exercise of
         Options are hereinafter referred to as the "Option Shares".

                  (b) Vesting.  The Options shall vest and become exercisable on
         the date or dates set forth on Exhibit A hereto (the  "Vesting  Date"),
         unless previously vested,  forfeited or adjusted in accordance with the
         provisions  of  Section  7  or 8  hereof.  The  Options  shall  not  be
         exercisable  following the date which shall be the tenth anniversary of
         the Grant Date (the "Option Term").

                  (c)      Exercise of Options; Restrictions on Stock Purchased.

                           (i)  Notice.  Subject  to the  conditions  set  forth
                  below,  the Participant may exercise all or any portion of the
                  Options (to the extent vested) by giving written notice to the
                  Company's Director of Benefits or Director of Compensation and
                  Benefits.  The date of exercise of the Options with respect to
                  the number of Units or shares of Common Stock specified in the
                  notice shall be the date on which the  conditions  provided in
                  paragraph   (ii)  below  and  Sections  3  and  6  herein  are
                  satisfied.

                           (ii)   Payment.   Prior  to  the   delivery   to  the
                  Participant  of a  certificate  evidencing  Units or shares of
                  Common  Stock in  respect  of which  all or a  portion  of the
                  Options shall have been  exercised  [which  certificate  shall
                  bear a legend evidencing such limitations on transfer, if any,
                  as  may  be   applicable   to  such   Units   or   shares   (a
                  "Certificate")],  the  Participant  shall  have  paid  to  the
                  Company  the  Option  Price of all  Units or  shares of Common
                  Stock  purchased  pursuant to such  exercise of the Options in
                  cash or via a broker-assisted  cashless exercise  transaction,
                  or, with the consent of the Committee  (which consent shall be
                  granted in the sole discretion of the Committee),  in Units or
                  shares  of  Common  Stock  already  owned  by the  Participant
                  (valued at the then Fair Market Value), through withholding of
                  Common  Stock  subject to the Option with a value equal to the
                  exercise price, in other property  acceptable to the Committee
                  or in any combination of cash, Units or shares of Common Stock
                  or such other property,  or such other manner of settlement of
                  the Option Price as the Committee shall determine.

                           (iii)   Other   Provisions.    Notwithstanding    the
                  foregoing,  the  Committee  may also  permit the  exercise  of
                  Options  through such other  procedures as the Committee shall
                  in its discretion approve.

                  (d) Status of  Options.  The  Options  granted  hereby are not
         intended to qualify as Incentive Stock Options.


         3.       Registration of Shares.
                  ----------------------

         No Award which is  exercisable or payable in shares of Common Stock and
granted under this  Agreement  shall be  exercisable  or payable,  nor shall any
shares of Common  Stock be issued  pursuant  to the  exercise  or vesting of any
Award granted under this Agreement, unless the shares of Common Stock subject to
such Award have been  registered  under the  Securities  Act or the  Company has
determined  that an exemption  from  registration  under the  Securities  Act is
available and applicable.

         4.       Restrictions on Transfer.
                  ------------------------

         Subject to Section 8(b) of the Plan,  Options shall not be transferable
prior to vesting other than to trusts  established  by the  Participant  for the
benefit of the Participant or a member of the Participant's immediate family, by
will  or  the  laws  of  descent  and   distribution,   by  a  qualified   legal
representative  in the event of  disability  or  incompetence,  or pursuant to a
qualified  domestic  relations  order as  defined in the Code and Title I of the
Employee  Retirement Income Security Act of 1974, as amended  ("ERISA"),  or the
rules thereunder.

         5.       Rights as a Stockholder.
                  -----------------------

                  (a) Stockholder  Rights.  The Participant shall have no rights
         as a member  or  stockholder  with  respect  to any  Units or shares of
         Common Stock issuable  hereunder  until a certificate  or  certificates
         evidencing  such Units or shares  shall  have been  issued to or in the
         name of the Participant,  and no adjustment shall be made for dividends
         or  distributions or other rights in respect of any share for which the
         record  date is prior to the date  upon  which  the  Participant  shall
         become the holder of record thereof. With respect to Units or shares so
         issued to or in the name of the Participant, the Participant shall have
         all  rights  of a holder of Common  Stock as to such  Units or  shares,
         including  the  right to  receive  dividends  and the  right to vote in
         accordance  with the Company's  Operating  Agreement or  Certificate of
         Incorporation.

                  (b) Dividends and Distributions. Any Units or shares of Common
         Stock  received by the  Participant  as a result of a stock dividend on
         the  Units  or  shares  issued  hereunder  or a stock  distribution  to
         Participant  as the holder of such Units or shares  shall be subject to
         the same  restrictions as the Units or shares issued  hereunder and all
         references to shares issued  hereunder  shall be deemed to include such
         additional Units or shares of Common Stock.

         6.       Withholding of Taxes.
                  --------------------

         The  Company  and its  subsidiaries  shall  have  the  right,  before a
certificate  for any  Units  or  shares  of  Common  Stock is  delivered  to the
Participant, to require the Participant in connection with any Award to remit to
the  Company or the  applicable  subsidiary  employer  an amount  sufficient  to
satisfy any Federal, state or local tax withholding  requirements.  Prior to the
determination  by the Company or its subsidiary of such  withholding  liability,
such  individual  may make an  irrevocable  election to satisfy,  in whole or in
part,  such obligation to remit taxes by directing the Company to withhold Units
or shares of Common Stock that would  otherwise be received by the  Participant.
Such  election may be denied by the  Committee in its  discretion or may be made
subject to certain  conditions  specified by the Committee,  including,  without
limitation, conditions intended to avoid the imposition of liability against the
Participant  under  Section  16(b) of the  Exchange  Act.  In  addition,  in the
discretion  of the  Committee,  the Company may make  available  for  delivery a
lesser number of Units or shares, in satisfaction of such taxes,  assessments or
other governmental charges. At the discretion of the Committee,  the Participant
acknowledges  that the Company may deduct or withhold amounts owing with respect
to taxes  under this  Award from any  payment  or  distribution  to  Participant
whether or not pursuant to the Plan.

         7.       Consequences of Termination of Employment.
                  -----------------------------------------

                  (a)  Termination of Employment  Defined.  For purposes of this
         Award and the Plan, the employment of the  Participant  shall be deemed
         terminated if the  Participant  is no longer serving as a consultant or
         director of, or employed as a salaried  employee by, the Company or any
         of its subsidiaries, joint ventures or affiliates.

                  (b)  Death,  Retirement  or  Permanent  Disability;  Change of
         Control. If termination is without Cause or the Participant  terminates
         voluntarily for Good Reason and such termination, in either case, takes
         place within two years after the  occurrence  of a Change of Control or
         if  termination  occurs by reason of  death,  Retirement  or  Permanent
         Disability and such termination occurs prior to the Vesting Date of the
         Participant's  Options,  all of the  unvested  Options  shall  vest and
         become   exercisable   immediately  upon  the   effectiveness  of  such
         termination.  All vested Options shall be exercisable for the period of
         one year  following  any  termination  by reason of death,  three years
         following any termination  after a Change of Control  described in this
         paragraph  (b),  and the shorter of five years or the  remainder of the
         Option Term following Permanent  Disability or Retirement,  and, if not
         so exercised, shall expire.

                  (c)  Termination For or Without Cause;  Voluntary  Termination
         With or Without Good Reason; Forfeiture in Event of Certain Activities.
         If the Participant's service or employment is terminated for or without
         Cause or if the Participant  voluntarily  terminates employment with or
         without Good Reason (and any such termination does not occur within two
         years after a Change of Control),  or if Participant engages in certain
         activities described below, then the following shall result;  provided,
         however, that the Committee may, in its sole discretion, accelerate the
         vesting of any Awards (and payment thereunder) which would otherwise be
         forfeited as described below:

                           (i) If such termination occurs prior to the date that
                  an Option (or any  portion  thereof)  has become  vested,  the
                  unvested  portion of such Option shall be deemed  cancelled as
                  of the date of such  termination  without payment therefor and
                  the  Company  shall have no further  obligation  with  respect
                  thereto.

                           (ii) If such  termination is a voluntary  termination
                  without  Good  Reason and occurs on or  following  the date an
                  Option (or any  portion  thereof)  has become  vested,  vested
                  Options then outstanding shall continue to remain  outstanding
                  and be  subject  to the  applicable  provisions  of the  Plan,
                  except that such Options must be exercised  during the shorter
                  of  the  90-day  period  following  such  termination  or  the
                  remainder of the Option Term.

                           (iii)  If  termination  is  without  Cause  or if the
                  Participant  voluntarily  terminates with Good Reason and such
                  termination  occurs on or following the date an Option (or any
                  portion  thereof)  has  become  vested,  vested  Options  then
                  outstanding  shall  continue  to  remain  outstanding  and  be
                  subject  to the  applicable  provisions  of the  Plan and this
                  Agreement,  except that such Options must be exercised  within
                  the shorter of three years  following such  termination or the
                  remainder of the Option Term.

                           (iv) If at any time during the period ending one year
                  after the last date the Option Award  hereunder is exercisable
                  under the terms of this  Agreement,  Participant is terminated
                  for Cause or engages in any activity in  competition  with any
                  activity of the Company, or any activity inimical, contrary or
                  harmful to the  interests of the Company as  determined by the
                  Committee,  including,  but not limited to (a) conduct related
                  to  Participant's  employment,  for which  either  criminal or
                  civil  penalties  against  Participant  could be  sought,  (b)
                  violation of Company policies,  including, without limitation,
                  a knowing  violation of the Company's  insider trading policy,
                  (c)  within  the  one-year  period  following  termination  of
                  employment  with the  Company,  accepting  employment  with or
                  serving as a consultant, advisor or in any other capacity to a
                  person or entity (including self-employment or ownership) that
                  is in competition  with or acting against the interests of the
                  Company, including employing or recruiting any present, former
                  or future employee of the Company,  (d) disclosing or misusing
                  any  confidential  or  proprietary   information  or  material
                  concerning the Company, or (e) participating in, or assisting,
                  a  hostile  takeover  attempt  of the  Company,  then (1) this
                  Option Award shall terminate effective as of the date on which
                  Participant  first enters into such activity (the  "Forfeiture
                  Date"),  unless terminated sooner by operation of another term
                  or condition of this  Agreement or the Plan,  and (2) any gain
                  (the difference between the exercise price and the fair market
                  value  of one Unit or  share  of  Common  Stock on the date of
                  exercise, times the number of Options exercised) realized from
                  exercising  all or a portion  of any Option  Award  within the
                  one-year  period  immediately  preceding the Forfeiture  Date,
                  shall  be  immediately  paid  by  Participant  to the  Company
                  (irrespective of subsequent market increase or decrease).

                  (d) By accepting  this  Agreement,  Participant  consents to a
         deduction  from any amounts the Company owes  Participant  from time to
         time  (including  amounts owed as wages or other  compensation,  fringe
         benefits  or  vacation  pay,  as  well  as any  other  amounts  owed to
         Participant by the Company),  to the extent of the amounts  Participant
         owes the Company under  paragraph  (c)(iv)  above.  Whether the Company
         elects to make any  deduction  or set-off  in whole or in part,  if the
         Company  does not  recover by means of  deduction  or set-off  the full
         amount owed it,  calculated as set forth above,  Participant  agrees to
         pay immediately the unpaid balance to the Company.

                  (e) Definitions. For purposes of this Section 7, the following
         definitions shall be applicable:

                           (i) A termination  for "Cause" means a termination of
                  service or employment with the Company or any of the Company's
                  subsidiaries  or joint  ventures  which,  as determined by the
                  Committee,   is  by  reason  of  (x)  the  commission  by  the
                  Participant of a felony or a perpetration  by the  Participant
                  of a dishonest act, material  misrepresentation  or common law
                  fraud against the Company or any subsidiary,  joint venture or
                  other affiliate  thereof,  (y) any other act or omission which
                  is injurious to the financial condition or business reputation
                  of the  Company  or any  subsidiary,  joint  venture  or other
                  affiliate  thereof,  or (z) the willful  failure or refusal of
                  the Participant to  substantially  perform the material duties
                  of the  Participant's  position with the Company or any of the
                  Company's subsidiaries, joint ventures or affiliates;

                           (ii)  "Good  Reason"  means,   with  respect  to  the
                  Participant,  (x) "good  reason" as  defined in an  employment
                  agreement  applicable  to  the  Participant,  or  (y)  if  the
                  Participant does not have an employment agreement that defines
                  "good reason",  (A) a failure to promptly pay compensation due
                  and payable to the  Participant in connection  with his or her
                  employment, (B) a material adverse change in the Participant's
                  position   with   the   Company   or  any  of  the   Company's
                  subsidiaries,   joint  ventures  or  affiliates,  or  (C)  the
                  assignment  to  the  Participant  of  duties   materially  and
                  adversely  inconsistent with the Participant's position at the
                  time  of  such  assignment  with  the  Company  or  any of the
                  Company's subsidiaries, joint ventures or other affiliates;

                           (iii) "Permanent  Disability" shall be defined in the
                  same  manner as such term or a similar  term is defined in the
                  long-term  disability  policy maintained by the Company or any
                  of the  Company's  subsidiaries  or  joint  ventures  for  the
                  Participant  and in  effect  on the date of the  Participant's
                  termination  of  employment  with  the  Company  or any of the
                  Company's  subsidiaries,  joint ventures or other  affiliates;
                  provided,  however,  that the relevant condition must continue
                  for six  consecutive  months  before being deemed a "Permanent
                  Disability"; and

                           (iv) "Retirement" means resignation or termination of
                  employment after attainment of the  Participant's  sixty-fifth
                  birthday,  unless the  Committee  determines  otherwise in its
                  sole discretion.

                  (f) Neither the  conversion of AvantGarb,  LLC into  Nano-Tex,
         Inc., a Delaware corporation, nor any subsequent public offering of the
         shares of  Nano-Tex,  Inc.  shall  constitute  a Change of Control  for
         purposes of this Agreement.

8.       Certain Adjustments; Disputes.
         -----------------------------

                  (a) Effect of  Reorganization.  Subject to the  provisions  of
         Section  7  hereof,  in the  event  that (i) the  Company  is merged or
         consolidated  with another  corporation,  (ii) all or substantially all
         the assets of the Company are acquired by another  corporation,  person
         or entity,  (iii) the Company is reorganized,  dissolved or liquidated,
         or (iv) the division or subsidiary for which the  Participant  performs
         services is sold, merged, consolidated, reorganized or liquidated (each
         such event in (i), (ii), (iii), or (iv) being  hereinafter  referred to
         as a "Reorganization  Event"),  or (v) the Board shall propose that the
         Company enter into a  Reorganization  Event,  then the Committee  shall
         make adjustments to provide each Participant with a benefit  equivalent
         to that to which the  Participant  would  have been  entitled  had such
         Reorganization Event not occurred.

                  (b)  Dilution and other  Adjustments.  In the event of a stock
         dividend, stock split,  recapitalization,  exchange of shares, warrants
         or rights  offering to purchase  Common Stock at a price  substantially
         below fair market value or other  similar  event  affecting  the Common
         Stock, the Committee shall make any or all of the following adjustments
         that in its  discretion it deems  necessary or advisable to provide the
         Participant  with a  benefit  equivalent  to that to which  Participant
         would have been  entitled had such event not  occurred:  (i) adjust the
         number of Awards  granted to the  Participant,  (ii)  adjust the Option
         Price of any  Options,  and (iii) make any other  adjustments,  or take
         such action, as the Committee,  in its discretion,  deems  appropriate.
         Such adjustments shall be conclusive and binding for all purposes.

                (c)  Disputes.   The  Committee's  authority  to  interpret  and
         construe  the  Plan  and  this  Agreement,   and  resolve  any  dispute
         hereunder, shall be final, conclusive and binding on all persons.

         9.       Amendment of this Agreement.
                  ---------------------------

         This Agreement may be amended only by a writing signed by both parties.

         10.      Miscellaneous.
                  -------------

                  (a) No  Rights  to  Grants  or  Continued  Service.  Except as
         expressly  provided for herein,  the Participant shall have no claim or
         right to be granted an Award under the Plan, nor shall Participant have
         a right to  receive  payment  of an Award in any form other than as the
         Committee  shall  approve.  Neither  the  Plan  nor  any  action  taken
         hereunder  shall be construed as giving the Participant any right to be
         retained in the employ or service of the Company.

                  (b)  Governing  Law.  This  Agreement  shall be  construed  in
         accordance  with and  governed  by the  internal  laws of the  State of
         Delaware.

                  (c) Binding Obligation;  Survival; Assignment. The Participant
         hereby  represents  that  this  Agreement  has been duly  executed  and
         delivered by the Participant and constitutes a legal, valid and binding
         obligation of the Participant,  enforceable  against the Participant in
         accordance with its terms.

                  (d) Notices. All notices and other communications provided for
         herein  shall be in writing and shall be  delivered  by hand or sent by
         certified  or  registered  mail,  return  receipt  requested,   postage
         prepaid,  addressed, if to the Participant,  to his or her attention at
         the mailing address set forth at the foot of this Agreement (or to such
         other  address as shall have been  specified to the Company in writing)
         and, if to the Company, to it at 3330 West Friendly Avenue, Greensboro,
         North Carolina 27410, Attention:  Corporate Secretary. All such notices
         shall be conclusively deemed to be received and shall be effective,  if
         sent by hand  delivery,  upon  receipt,  or if  sent by  registered  or
         certified  mail, on the fifth day after the day on which such notice is
         mailed.

                  (e)  Other  Matters.  This  Agreement  and the  other  related
         agreements  expressly referred to herein set forth the entire agreement
         and  understanding  between the parties  hereto and supersede all prior
         agreements  and  understandings  relating to the subject matter hereof.
         This  Agreement  may be executed in one or more  counterparts,  each of
         which  shall be deemed  to be an  original,  but all such  counterparts
         shall together  constitute one and the same agreement.  The headings of
         sections and subsections  herein are included solely for convenience of
         reference and shall not affect the meaning of any of the  provisions of
         this Agreement.


         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed by its duly  authorized  officer and the  Participant has executed this
Agreement, both as of the date and year first above written.



AVANTGARB, LLC                                       PARTICIPANT


By___________________________                 _____________________________
Name:                                                         Name:
Title:                                                        Address:




         RESTRICTED   SHARE   AWARD   AGREEMENT   ("Agreement")   dated   as  of
_____________,  between  AVANTGARB,  LLC, a California limited liability company
(the "Company"), and the other party signatory hereto (the "Participant").

         WHEREAS,  the  Participant  is a key executive,  employee,  director or
consultant  of  the  Company  or  one of its  subsidiaries,  joint  ventures  or
affiliates  and, upon the terms and subject to the  conditions  hereinafter  set
forth,  the Company  desires to provide the  Participant  with an  incentive  to
remain in its employ and to  increase  Participant's  interest in the success of
the Company by granting Participant the restricted share awards herein described
(the  "Awards")  pursuant  to the  Company's  2000  Equity  Incentive  Plan (the
"Plan");

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree as follows:

         1.       Incorporation of Plan; Definitions.
                  ----------------------------------

         Awards granted hereunder are subject in their entirety to the terms and
conditions of the Plan,  which are incorporated  herein by reference.  The terms
used in this Agreement  that are not defined  herein shall have the  definitions
assigned to them in the Plan.

         2.       Restricted Shares.

                  (a) Grant of Restricted  Shares.  The Company hereby grants to
         the Participant the number of Units ("Restricted  Shares") specified on
         attached Exhibit A hereof. Such grant shall be effective as of the date
         hereof (the "Share Grant Date").

                  (b)  Certificate.  One or  more  Certificates  evidencing  the
         Restricted Shares is being issued in the  Participant's  name and shall
         be held by the Company for the  account of the  Participant  until such
         time as such Restricted  Shares vest hereunder.  Upon such vesting (and
         upon satisfaction of any obligation with respect to withholding taxes),
         the  Certificate  representing  such shares  shall be  delivered to the
         Participant.

(b)      Vesting.   The  Restricted   Shares  granted   hereunder  shall  become
         nonforfeitable  on the  Vesting  Date or Dates set  forth on  Exhibit A
         hereto,  unless previously vested,  forfeited or adjusted in accordance
         with the provisions of Section 7 or 8 hereof.

         3.       Registration of Shares.
                  ----------------------

         No Award which is  exercisable or payable in shares of Common Stock and
granted under this  Agreement  shall be  exercisable  or payable,  nor shall any
shares of Common  Stock be issued  pursuant  to the  exercise  or vesting of any
Award granted under this Agreement, unless the shares of Common Stock subject to
such Award have been  registered  under the  Securities  Act or the  Company has
determined  that an exemption  from  registration  under the  Securities  Act is
available and applicable.

         4.       Restrictions on Transfer.
                  ------------------------

         Subject to Section  8(b) of the Plan,  Restricted  Shares  shall not be
transferable   prior  to  vesting  other  than  to  trusts  established  by  the
Participant for the benefit of the Participant or an immediate  family member of
the Participant, by will or the laws of descent and distribution, by a qualified
legal representative in the event of disability or incompetence,  or pursuant to
a qualified  domestic  relations order as defined in the Code and Title I of the
Employee  Retirement Income Security Act of 1974, as amended  ("ERISA"),  or the
rules thereunder.

         5.       Rights as a Stockholder.
                  -----------------------

                  (a) Stockholder  Rights.  Other than as provided herein and in
         the Plan, the  Participant  shall have all rights of a holder of Common
         Stock as to the  Restricted  Shares,  including  the  right to  receive
         dividends  and the  right  to vote in  accordance  with  the  Company's
         Operating Agreement or Certificate of Incorporation.

                  (b) Dividends and Distributions. Any Units or shares of Common
         Stock  received by the  Participant  as a result of a stock dividend on
         the  Restricted  Shares  issued  hereunder or a stock  distribution  to
         Participant as the holder of such Restricted Shares shall be subject to
         the same restrictions as the Restricted Shares issued hereunder and all
         references to Restricted  Shares  issued  hereunder  shall be deemed to
         include such additional Units or shares of Common Stock.

         6.       Withholding of Taxes.
                  --------------------

         The  Company  and its  subsidiaries  shall  have  the  right,  before a
certificate  for any  Units  or  shares  of  Common  Stock is  delivered  to the
Participant, to require the Participant in connection with any Award to remit to
the  Company or the  applicable  subsidiary  employer  an amount  sufficient  to
satisfy any Federal, state or local tax withholding  requirements.  Prior to the
determination  by the Company or its subsidiary of such  withholding  liability,
such  individual  may make an  irrevocable  election to satisfy,  in whole or in
part,  such obligation to remit taxes by directing the Company to withhold Units
or shares of Common Stock that would  otherwise be received by the  Participant.
Such  election may be denied by the  Committee in its  discretion or may be made
subject to certain  conditions  specified by the Committee,  including,  without
limitation, conditions intended to avoid the imposition of liability against the
Participant  under  Section  16(b) of the  Exchange  Act.  In  addition,  in the
discretion  of the  Committee,  the Company may make  available  for  delivery a
lesser number of Units or shares, in satisfaction of such taxes,  assessments or
other governmental charges. At the discretion of the Committee,  the Participant
acknowledges  that the Company may deduct or withhold amounts owing with respect
to taxes  under this  Award from any  payment  or  distribution  to  Participant
whether or not pursuant to the Plan.

         7.       Consequences of Termination of Employment.
                  -----------------------------------------

                  (a)  Termination of Employment  Defined.  For purposes of this
         Award and the Plan, the employment of the  Participant  shall be deemed
         terminated if the  Participant  is no longer serving as a consultant or
         director of, or employed as a salaried  employee by, the Company or any
         of its subsidiaries, joint ventures or affiliates.

                  (b)  Death,  Retirement  or  Permanent  Disability;  Change of
         Control.  If  termination  occurs  prior  to the  Vesting  Date  of the
         Participant's Restricted Shares and is without Cause or the Participant
         terminates voluntarily for Good Reason, and such termination, in either
         case,  takes place within two years after the occurrence of a Change of
         Control,  or if  termination  occurs by reason of death,  Retirement or
         Permanent Disability,  all of the unvested Restricted Shares shall vest
         immediately upon the effectiveness of such termination.

                  (c)  Termination For or Without Cause;  Voluntary  Termination
         With or Without Good Reason; Forfeiture in Event of Certain Activities.
         If the  Participant's  employment is terminated for or without Cause or
         if the Participant  voluntarily  terminates  employment with or without
         Good Reason (and any such  termination  does not occur within two years
         after a Change  of  Control),  or if  Participant  engages  in  certain
         activities described below, then the following shall result;  provided,
         however, that the Committee may, in its sole discretion, accelerate the
         vesting of any Awards (and payment thereunder) which would otherwise be
         forfeited as described below:

                           (i) If  such  termination  is  without  Cause  or the
                  Participant  voluntarily  terminates  with Good Reason,  a pro
                  rata portion of the unvested  Restricted Shares (determined on
                  the basis of the number of full months of employment completed
                  prior to the date of termination  during the period  beginning
                  on the Grant Date and ending on the  Vesting  Date) shall vest
                  and be paid to the Participant immediately. Any portion of the
                  Restricted  Shares which are not vested after  application  of
                  this  clause (i) shall be deemed  cancelled  as of the date of
                  such  termination,  and the  Company  shall  have  no  further
                  obligation with respect thereto.

                           (ii)  If  such   termination  is  for  Cause  or  the
                  Participant  voluntarily  terminates  without Good Reason, any
                  unvested Restricted Shares shall be deemed cancelled as of the
                  date of such termination and the Company shall have no further
                  obligation with respect thereto.

                           (iii) If at any time  during  the  period  ending one
                  year after the Vesting Date of any award of  Restricted  Stock
                  hereunder,  Participant  is terminated for Cause or engages in
                  any activity in competition  with any activity of the Company,
                  or any activity inimical, contrary or harmful to the interests
                  of the Company as determined by the Committee,  including, but
                  not   limited  to  (a)   conduct   related  to   Participant's
                  employment,  for  which  either  criminal  or civil  penalties
                  against  Participant could be sought, (b) violation of Company
                  policies,  including,  without limitation, a knowing violation
                  of the  Company's  insider  trading  policy,  (c)  within  the
                  one-year period  following  termination of employment with the
                  Company, accepting employment with or serving as a consultant,
                  advisor  or in  any  other  capacity  to a  person  or  entity
                  (including   self-employment   or   ownership)   that   is  in
                  competition  with  or  acting  against  the  interests  of the
                  Company, including employing or recruiting any present, former
                  or future employee of the Company,  (d) disclosing or misusing
                  any  confidential  or  proprietary   information  or  material
                  concerning the Company, or (e) participating in, or assisting,
                  a  hostile  takeover  attempt  of the  Company,  then (1) this
                  Restricted  Stock Award shall  terminate  effective  as of the
                  date on which Participant first enters into such activity (the
                  "Forfeiture  Date"),  unless terminated sooner by operation of
                  another term or condition of this  Agreement or the Plan,  and
                  (2) any gain (the difference  between the fair market value of
                  one Unit or share of Common Stock on the date of grant and the
                  fair  market  value on the Vesting  Date,  times the number of
                  Restricted  Shares issued) realized from the vesting of all or
                  a portion of any  Restricted  Share Award  within the one-year
                  period  immediately  preceding the Forfeiture  Date,  shall be
                  immediately  paid by Participant to the Company  (irrespective
                  of subsequent market increase or decrease).

                  (d) By accepting  this  Agreement,  Participant  consents to a
         deduction  from any amounts the Company owes  Participant  from time to
         time  (including  amounts owed as wages or other  compensation,  fringe
         benefits  or  vacation  pay,  as  well  as any  other  amounts  owed to
         Participant by the Company),  to the extent of the amounts  Participant
         owes the  Company  under  paragraph  (iii)  above.  Whether the Company
         elects to make any  deduction  or set-off  in whole or in part,  if the
         Company  does not  recover by means of  deduction  or set-off  the full
         amount owed it,  calculated as set forth above,  Participant  agrees to
         pay immediately the unpaid balance to the Company.

                  (e) Definitions. For purposes of this Section 7, the following
         definitions shall be applicable:

                           (i) A termination  for "Cause" means a termination of
                  service or employment with the Company or any of the Company's
                  subsidiaries  or joint  ventures  which,  as determined by the
                  Committee,   is  by  reason  of  (x)  the  commission  by  the
                  Participant of a felony or a perpetration  by the  Participant
                  of a dishonest act, material  misrepresentation  or common law
                  fraud against the Company or any subsidiary,  joint venture or
                  other affiliate  thereof,  (y) any other act or omission which
                  is injurious to the financial condition or business reputation
                  of the  Company  or any  subsidiary,  joint  venture  or other
                  affiliate  thereof,  or (z) the willful  failure or refusal of
                  the Participant to  substantially  perform the material duties
                  of the  Participant's  position with the Company or any of the
                  Company's subsidiaries, joint ventures or affiliates;

                           (ii)  "Good  Reason"  means,   with  respect  to  the
                  Participant,  (x) "good  reason" as  defined in an  employment
                  agreement  applicable  to  the  Participant,  or  (y)  if  the
                  Participant does not have an employment agreement that defines
                  "good reason",  (A) a failure to promptly pay compensation due
                  and payable to the  Participant in connection  with his or her
                  employment, (B) a material adverse change in the Participant's
                  position   with   the   Company   or  any  of  the   Company's
                  subsidiaries,   joint  ventures  or  affiliates,  or  (C)  the
                  assignment  to  the  Participant  of  duties   materially  and
                  adversely  inconsistent with the Participant's position at the
                  time  of  such  assignment  with  the  Company  or  any of the
                  Company's subsidiaries, joint ventures or other affiliates;

                           (iii) "Permanent  Disability" shall be defined in the
                  same  manner as such term or a similar  term is defined in the
                  long-term  disability  policy maintained by the Company or any
                  of the  Company's  subsidiaries  or  joint  ventures  for  the
                  Participant  and in  effect  on the date of the  Participant's
                  termination  of  employment  with  the  Company  or any of the
                  Company's  subsidiaries,  joint ventures or other  affiliates;
                  provided,  however,  that the relevant condition must continue
                  for six  consecutive  months  before being deemed a "Permanent
                  Disability"; and

                           (iv) "Retirement" means resignation or termination of
                  employment after attainment of the  Participant's  sixty-fifth
                  birthday,  unless the  Committee  determines  otherwise in its
                  sole discretion.

                  (f) Neither the  conversion of AvantGarb,  LLC into  Nano-Tex,
         Inc., a Delaware corporation, nor any subsequent public offering of the
         shares of  Nano-Tex,  Inc.  shall  constitute  a Change of Control  for
         purposes of this Agreement.

         8.       Certain Adjustments; Disputes.
                  -----------------------------

                  (a) Effect of  Reorganization.  Subject to the  provisions  of
         Section  7  hereof,  in the  event  that (i) the  Company  is merged or
         consolidated  with another  corporation,  (ii) all or substantially all
         the assets of the Company are acquired by another  corporation,  person
         or entity,  (iii) the Company is reorganized,  dissolved or liquidated,
         or (iv) the division or subsidiary for which the  Participant  performs
         services is sold, merged, consolidated, reorganized or liquidated (each
         such event in (i), (ii), (iii), or (iv) being  hereinafter  referred to
         as a "Reorganization  Event"),  or (v) the Board shall propose that the
         Company enter into a  Reorganization  Event,  then the Committee  shall
         make adjustments to provide each Participant with a benefit  equivalent
         to that to which the  Participant  would  have been  entitled  had such
         Reorganization Event not occurred.

                  (b)  Dilution and other  Adjustments.  In the event of a stock
         dividend, stock split,  recapitalization,  exchange of shares, warrants
         or rights  offering to purchase  Common Stock at a price  substantially
         below fair market value or other  similar  event  affecting  the Common
         Stock, the Committee shall make any or all of the following adjustments
         that in its  discretion it deems  necessary or advisable to provide the
         Participant  with a  benefit  equivalent  to that to which  Participant
         would have been  entitled had such event not  occurred:  (i) adjust the
         number of Awards  granted to the  Participant,  and (ii) make any other
         adjustments,  or take such action, as the Committee, in its discretion,
         deems appropriate. Such adjustments shall be conclusive and binding for
         all purposes.

                (c)  Disputes.   The  Committee's  authority  to  interpret  and
         construe  the  Plan  and  this  Agreement,   and  resolve  any  dispute
         hereunder, shall be final, conclusive and binding on all persons.

         9.       Amendment of this Agreement.
                  ---------------------------

         This Agreement may be amended only by a writing signed by both parties.

         10.      Miscellaneous.
                  -------------

                  (a) No  Rights  to  Grants  or  Continued  Service.  Except as
         expressly  provided for herein,  the Participant shall have no claim or
         right to be granted an Award under the Plan, nor shall Participant have
         a right to  receive  payment  of an Award in any form other than as the
         Committee  shall  approve.  Neither  the  Plan  nor  any  action  taken
         hereunder  shall be construed as giving the Participant any right to be
         retained in the employ or service of the Company.

                  (b)  Governing  Law.  This  Agreement  shall be  construed  in
         accordance  with and  governed  by the  internal  laws of the  State of
         Delaware.

                  (c) Binding Obligation;  Survival; Assignment. The Participant
         hereby  represents  that  this  Agreement  has been duly  executed  and
         delivered by the Participant and constitutes a legal, valid and binding
         obligation of the Participant,  enforceable  against the Participant in
         accordance with its terms.

                  (d) Notices. All notices and other communications provided for
         herein  shall be in writing and shall be  delivered  by hand or sent by
         certified  or  registered  mail,  return  receipt  requested,   postage
         prepaid,  addressed, if to the Participant,  to his or her attention at
         the mailing address set forth at the foot of this Agreement (or to such
         other  address as shall have been  specified to the Company in writing)
         and, if to the Company, to it at 3330 West Friendly Avenue, Greensboro,
         North Carolina 27410, Attention:  Corporate Secretary. All such notices
         shall be conclusively deemed to be received and shall be effective,  if
         sent by hand  delivery,  upon  receipt,  or if  sent by  registered  or
         certified  mail, on the fifth day after the day on which such notice is
         mailed.

                  (e)  Other  Matters.  This  Agreement  and the  other  related
         agreements  expressly referred to herein set forth the entire agreement
         and  understanding  between the parties  hereto and supersede all prior
         agreements  and  understandings  relating to the subject matter hereof.
         This  Agreement  may be executed in one or more  counterparts,  each of
         which  shall be deemed  to be an  original,  but all such  counterparts
         shall together  constitute one and the same agreement.  The headings of
         sections and subsections  herein are included solely for convenience of
         reference and shall not affect the meaning of any of the  provisions of
         this Agreement.


         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed by its duly  authorized  officer and the  Participant has executed this
Agreement, both as of the date and year first above written.


AVANTGARB, LLC                                       PARTICIPANT



By______________________________              _______________________________
Name:                                                         Name:
Title:                                                        Address: