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                                                                    Exhibit 10.3

                       MONOLITHIC SYSTEM TECHNOLOGY, INC.
                                 1996 STOCK PLAN

         1. PURPOSES OF THE PLAN. The purposes of this 1996 Stock Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries, and to promote the success of the Company's
business. Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options as determined by the Administrator at the time of
grant of an Option and subject to the applicable provisions of Section 422 of
the Code and the regulations promulgated thereunder.

         2. DEFINITIONS. As used herein, the following definitions shall apply:

         (a) "ADMINISTRATOR" shall mean the Board or any of its Committees
appointed pursuant to Section 4 of the Plan.

         (b) "BOARD" shall mean the Board of Directors of the Company.

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

         (d) "COMMITTEE" shall mean a Committee appointed by the Board of
Directors in accordance with Section 4 of the Plan.

         (e) "COMMON STOCK" shall mean the Common Stock of the Company.

         (f) "COMPANY" shall mean Monolithic System Technology, Inc., a
California corporation.

         (g) "CONSULTANT" shall mean any person, including an advisor, who is
engaged by the Company or any Parent or Subsidiary to render consulting or
advisory services and who is compensated for such services. The term
"Consultant" shall not include Directors who are not compensated for their
services or who are paid only a Director's fee by the Company.

         (h) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" shall mean that
the employment or consulting relationship with the Company or any Parent or
Subsidiary is not interrupted or terminated. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor. A
leave of absence approved by the Company shall include sick leave, military
leave, or any other personal leave approved by an authorized representative of
the Company. For purposes of Incentive Stock Options, no such leave may exceed
90 days unless reemployment upon expiration of such


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leave is guaranteed by statute or contract, including Company policies. If
reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, on the 91st day of such leave, any Incentive Stock Option
held by the Optionee shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock Option.

         (i) "DIRECTOR" shall mean a member of the Board of Directors of the
Company.

         (j) "EMPLOYEE" shall mean any person, including Officers, employed by
the Company or any Parent or Subsidiary of the Company. The payment of a
Director's fee by the Company shall not be sufficient to constitute "employment"
by the Company.

         (k) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

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

                  (i) 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 sales price for such stock (or the closing bid, if no
         sales were reported) as quoted on such exchange or system for the last
         market trading day prior to the time of determination, as reported in
         The Wall Street Journal or such other source as the Administrator deems
         reliable;

                  (ii) If the Common Stock is quoted on The Nasdaq Stock Market
         (but not on the National Market thereof) or regularly quoted by a
         recognized securities dealer but selling prices are not reported, its
         Fair Market Value shall be the mean between the high bid and low asked
         prices for the Common Stock on the last market trading day prior to the
         day of determination, as reported in The Wall Street Journal or such
         other source as the Administrator deems reliable; or

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

         (m) "INCENTIVE STOCK OPTION" shall mean an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code.

         (n) "NONSTATUTORY STOCK OPTION" shall mean an Option not intended to
qualify as an Incentive Stock Option.

         (o) "OFFICER" shall mean a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

         (p) "OPTION" shall mean a stock option granted pursuant to the Plan.

         (q) "OPTIONED STOCK" shall mean the Common Stock subject to an Option.

         (r) "OPTIONEE" shall mean an Employee or Consultant who receives an
Option.


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         (s) "PARENT" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

         (t) "PLAN" shall mean this 1996 Stock Plan.

         (u) "RULE 16b-3" shall mean Rule 16b-3 promulgated under the Exchange
Act or any successor to Rule 16b-3, as in effect when discretion is being
exercised with respect to the Plan.

         (v) "SHARE" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 below.

         (w) "SUBSIDIARY" shall mean a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

         3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11
of the Plan, the maximum aggregate number of Shares which may be subject to
option and sold under the Plan is [2,500,000] Shares. The Shares may be
authorized but unissued or reacquired Common Stock.

         If an Option should expire or become unexercisable without having been
exercised in full, the unpurchased Shares that were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated). Notwithstanding any other provision of the Plan, Shares that have
actually been issued under the Plan upon exercise of an Option shall not be
returned to the Plan and shall not become available for future distribution
under the Plan.

         4. ADMINISTRATION OF THE PLAN.

         (a) INITIAL PLAN PROCEDURE. Prior to the date, if any, upon which the
Company becomes subject to the Exchange Act, the Plan shall be administered by
the Board or a Committee appointed by the Board.

         (b) Plan Procedure After the Date, if any, upon which the Company
becomes Subject to the Exchange Act.

                  (i) MULTIPLE ADMINISTRATIVE BODIES. If permitted by Rule
         16b-3, the Plan may be administered by different bodies with respect to
         Directors, non-Director Officers, and Employees who are neither
         Directors nor Officers.

                  (ii) ADMINISTRATION WITH RESPECT TO DIRECTORS AND OFFICERS.
         With respect to grants of Options to Employees who are also Officers or
         Directors of the Company, the Plan shall be administered by (A) the
         Board if the Board may administer the Plan in compliance with Rule
         16b-3 with respect to a plan intended to qualify thereunder as a
         discretionary plan or (B) a Committee designated by the Board to
         administer the Plan, which Committee shall be constituted in such a
         manner as to permit the Plan to comply with Rule 16b-3 with respect to
         a plan intended to qualify thereunder as a discretionary plan. Once
         appointed, such Committee shall continue to serve in its designated
         capacity until otherwise directed by the Board. From time to time, the
         Board may increase the size of the Committee and appoint additional
         members thereof, remove members (with or without cause), and appoint
         new members in substitution therefor, fill vacancies, however caused,
         and remove all members of


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         the Committee and thereafter directly administer the Plan, all to the
         extent permitted by Rule 16b-3 with respect to a plan intended to
         qualify thereunder as a discretionary plan.

                  (iii) ADMINISTRATION WITH RESPECT TO OTHER EMPLOYEES AND
         CONSULTANTS. With respect to grants of Options to Employees or
         Consultants who are neither Directors nor Officers of the Company, the
         Plan shall be administered by (A) the Board or (B) a Committee
         designated by the Board, which committee shall be constituted in such a
         manner as to satisfy the legal requirements relating to the
         administration of incentive stock option plans, if any, of California
         corporate and securities laws, of the applicable securities laws of
         other states, of the Code, and of any applicable rule or regulation of
         any stock exchange or market system on which Shares may be traded (the
         "APPLICABLE LAWS"). Once appointed, such Committee shall continue to
         serve in its designated capacity until otherwise directed by the Board.
         From time to time, the Board may increase the size of the Committee and
         appoint additional members thereof, remove members (with or without
         cause), and appoint new members in substitution therefor, fill
         vacancies, however caused, and remove all members of the Committee and
         thereafter directly administer the Plan, all to the extent permitted by
         the Applicable Laws.

         (c) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan
and, in the case of a Committee, the specific duties delegated by the Board to
such Committee, and subject to the approval of any relevant authorities,
including the approval, if required, of any stock exchange upon which the Common
Stock is listed, the Administrator shall have the authority in its discretion:

                  (i) to determine the Fair Market Value of the Common Stock, in
         accordance with Section 2(l) of the Plan;

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

                  (iii) to determine whether and to what extent Options are
         granted hereunder;

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

                  (v)  to approve forms of agreement for use under the Plan;

                  (vi) to determine the terms and conditions of any award
         granted hereunder;

                  (vii) to determine whether and under what circumstances an
         Option may be settled in cash under subsection 9(f) instead of Common
         Stock;

                  (viii) to reduce the exercise price of any Option to the then
         current Fair Market Value if the Fair Market Value of the Common Stock
         covered by such Option has declined since the date the Option was
         granted;

                  (ix) to provide for the early exercise of Options for the
         purchase of unvested Shares, subject to such terms and conditions as
         the Administrator may determine; and


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                  (x) to construe and interpret the terms of the Plan and awards
         granted pursuant to the Plan.

         (d) EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations,
and interpretations of the Administrator shall be final and binding on all
Optionees and any other holders of any Options granted under the Plan.

         5. ELIGIBILITY.

         (a) Nonstatutory Stock Options may be granted to Employees and
Consultants. Incentive Stock Options may be granted only to Employees. An
Employee or Consultant who has been granted an Option may, if otherwise
eligible, be granted an additional Option or Options.

         (b) Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding
such designation, however, to the extent that the aggregate Fair Market Value of
the Shares subject to an Optionee's Incentive Stock Options granted by the
Company or any Parent or Subsidiary, that become exercisable for the first time
during any calendar year (under all plans of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock
Options shall be taken into account in the order in which they were granted. The
Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.

         (c) Neither the Plan nor any Option shall confer upon any Optionee any
right with respect to continuation of his or her employment or consulting
relationship with the Company, nor shall it interfere in any way with his or her
right or the Company's right to terminate his or her employment or consulting
relationship at any time, with or without cause.

         (d) Upon the issuance by the Company or a successor corporation of any
class of common equity securities required to be registered under Section 12 of
the Exchange Act or upon the Plan's being assumed by a corporation having a
class of common equity securities required to be registered under Section 12 of
the Exchange Act, the following limitations shall apply to grants of Options to
Employees:

                  (i) No Employee shall be granted, in any fiscal year of the
         Company, Options to purchase more than 500,000 Shares.

                  (ii) The foregoing limitation shall be adjusted
         proportionately in connection with any change in the Company's
         capitalization as described in Section 11.

                  (iii) If an Option is canceled in the same fiscal year of the
         Company in which it was granted (other than in connection with a
         transaction described in Section 12), the canceled Option shall be
         counted against the limit set forth in Section 5(d)(i). For this
         purpose, if the exercise price of an Option is reduced, the transaction
         will be treated as a cancellation of the Option and the grant of a new
         Option.

         6. TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company as described


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in Section 11 of the Plan. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 13 of the Plan.

         7. TERM OF OPTION. The term of each Option shall be the term stated in
the applicable option agreement; provided, however, that the term shall be no
more than ten (10) years from the date of grant thereof. In the case of an
Incentive Stock Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Option shall be five (5) years from the date of grant thereof or such
shorter term as may be provided in the applicable option agreement.

         8. EXERCISE PRICE AND CONSIDERATION.

         (a) The per-share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by the Administrator
but shall be subject to the following:

                  (i)      In the case of an Incentive Stock Option

                           (A) granted to an Employee who, at the time of grant
                  of such Incentive Stock Option, owns stock representing more
                  than ten percent (10%) of the voting power of all classes of
                  stock of the Company or any Parent or Subsidiary, the
                  per-Share exercise price shall be no less than 110% of the
                  Fair Market Value per Share on the date of grant or, if the
                  Incentive Stock Option is amended to reduce the per-Share
                  exercise price, no less than 110% of the Fair Market Value per
                  Share on the date the Board approves such amendment.

                           (B) granted to any other Employee, the per Share
                  exercise price shall be no less than 100% of the Fair Market
                  Value per-Share on the date of grant or, if the Incentive
                  Stock Option is amended to reduce the per-Share exercise
                  price, no less than 100% of the Fair Market Value per Share on
                  the date the Board approves such amendment.

                  (ii)     In the case of a Nonstatutory Stock Option

                           (A) granted to a person who, at the time of grant of
                  such Option, owns stock representing more than ten percent
                  (10%) of the voting power of all classes of stock of the
                  Company or any Parent or Subsidiary, the per-Share exercise
                  price shall be no less than 110% of the Fair Market Value per
                  Share on the date of the grant.

                           (B) granted to any other person, the per-Share
                  exercise price shall be no less than 85% of the Fair Market
                  Value per Share on the date of grant.

         (b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and in the case of an Incentive Stock Option, shall be
determined at the time of grant). Such consideration may consist entirely of (i)
cash, (ii) check, (iii) promissory note, (iv) other Shares that (x) in the case
of Shares acquired upon exercise of an Option have been owned by the Optionee
for more than six months on the date of surrender and (y) have a Fair Market
Value on the date of surrender equal to the


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aggregate exercise price of the Shares as to which such Option shall be
exercised, (v) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price, or (vi) any
combination of the foregoing methods of payment. In making its determination as
to the type of consideration to accept, the Administrator shall consider whether
acceptance of such consideration may be reasonably expected to benefit the
Company.

         9.  EXERCISE OF OPTION.

         (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. (i) Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator, including performance criteria with respect
to the Company and/or the Optionee, and as shall be permissible under the terms
of the Plan. Notwithstanding the foregoing, in no case at a rate of less than
20% per year over five (5) years from the date the Option is granted.

                  (ii)  An Option may not be exercised for a fraction of a
         Share.

                  (iii) An Option shall be deemed to be exercised when written
         notice of such exercise has been given to the Company in accordance
         with the terms of the Option by the person entitled to exercise the
         Option and full payment for the Shares with respect to which the Option
         is exercised has been received by the Company. Full payment may, as
         authorized by the Administrator, consist of any consideration and
         method of payment allowable under Section 8(b) hereof. Until the
         issuance (as evidenced by the appropriate entry on the books of the
         Company or of a duly authorized transfer agent of the Company) of the
         stock certificate evidencing such Shares, no right to vote or receive
         dividends or any other rights as a shareholder shall exist with respect
         to the Optioned Stock, notwithstanding the exercise of the Option. The
         Company shall issue (or cause to be issued) such stock certificate
         promptly upon exercise of the Option. No adjustment shall be made for a
         dividend or other right for which the record date is prior to the date
         the stock certificate is issued, except as provided in Section 11
         hereof.

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

         (b) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In the event
of termination of an Optionee's Continuous Status as an Employee or Consultant
(but not in the event of an Optionee's change of status from Employee to
Consultant (in which case an Employee's Incentive Stock Option shall
automatically convert to a Nonstatutory Stock Option on the ninety-first (91st)
day following such change of status) or from Consultant to Employee), such
Optionee may, but only within such period of time as is determined by the
Administrator, of at least thirty (30) days, with such determination in the case
of an Incentive Stock Option not exceeding three (3) months after the date of
such termination (but in no event later than the expiration date of the term of
such Option as set forth in the applicable option agreement), exercise his or
her Option to the extent that the Optionee was entitled to exercise it at the
date of such termination. To the extent that the Optionee was not entitled to
exercise the Option at the date of such termination, or if the Optionee


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does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.

         (c) DISABILITY OF OPTIONEE. In the event of termination of an
Optionee's Continuous Status as an Employee or Consultant as a result of his or
her disability, the Optionee may, but only within twelve (12) months from the
date of such termination (and in no event later than the expiration date of the
term of such Option as set forth in the Option Agreement), exercise the Option
to the extent otherwise entitled to exercise it at the date of such termination.
If such disability is not a "disability" as such term is defined in Section
22(e)(3) of the Code, in the case of an Incentive Stock Option such Incentive
Stock Option shall automatically cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option on
the day three months and one day following such termination. To the extent that
the Optionee was not entitled to exercise the Option at the date of termination,
or if the Optionee does not exercise such Option to the extent so entitled
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

         (d) DEATH OF OPTIONEE.

                  (i) In the event of the death during the term of the Option of
         an Optionee who is at the time of death an Employee or Consultant of
         the Company and who shall have been in Continuous Status as an Employee
         or Consultant since the date of grant of the Option, the Option may be
         exercised at any time within twelve (12) months following the date of
         death (but in no event later than the date of the term of such Option
         as set forth in the applicable option agreement) by the Optionee's
         estate or by a person who acquired the right to exercise the Option by
         bequest or inheritance, but only to the extent set forth in the
         applicable option agreement.

                  (ii) In the even of the death of the Optionee during the term
         of the Option and within three (3) months after the termination of such
         Optionee's Continuous Status as an Employee or Consultant, the Option
         may be exercised at any time within six (6) months following the date
         of death (but in no event later than the date of the term of such
         Option as set forth in the applicable option agreement) by the
         Optionee's estate or by a person who acquired the right to exercise the
         Option by bequest or inheritance, but only to the extent and within the
         time period, set forth in the applicable Option Agreement.

                  (iii) If, at the time of death, the Optionee was not entitled
         to exercise his or her entire Option, the Shares covered by the
         unexercisable portion of the Option shall immediately revert to the
         Plan. If, after the Optionee's death, the Optionee's estate or a person
         who acquires the right to exercise the Option by bequest or inheritance
         does not exercise the Option within the time specified herein, the
         Option shall terminate, and the Shares covered by such Option shall
         revert to the Plan.

         (e) RULE 16b-3. Options granted to persons subject to Section 16(b) of
the Exchange Act must comply with Rule 16b-3 and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.


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

         10. NON-TRANSFERABILITY OF OPTIONS. Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

         11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

         (a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, 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 issued shares of Common Stock effected without receipt of
consideration by the Company. The 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 Administrator shall notify the
Optionee at least fifteen (15) days prior to such proposed action. To the extent
it has not been previously exercised, the Option shall terminate immediately
prior to the consummation of such proposed action.

         (c) MERGER. In the event of a merger of the Company with or into
another corporation, or the sale of all or substantially all of the assets of
the Company, the Option shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Option, the Board shall have the discretion either
(i) to permit each Optionee to exercise the Option as to all of the Optioned
Stock, including Shares as to which it would not otherwise be exercisable or
(ii) to terminate the Option with respect to unvested Shares. If an Option is
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Board shall notify the Optionee that the Option shall be
fully exercisable for a period of fifteen (15) days from the date of such
notice, and the Option shall terminate upon the expiration of such period. For
the purposes of this paragraph, the Option shall be considered assumed if,
following the merger or asset sale, the Option confers the right to purchase,
for each Share subject to the Option immediately prior to the merger or asset
sale, the consideration (whether stock, cash, or other securities or property)
received in the merger or asset sale by holders of Common Stock for each Share
held on the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however,


                                       9
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that if such consideration received in the merger or asset sale was not solely
Common Stock of the successor corporation or its parent, the Board may, with the
consent of the successor corporation and the participant, provide for the
consideration to be received upon the exercise of the Option, for each Share
subject to 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 merger or asset sale.

         12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for
all purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Administrator.
Notice of the determination shall be given to each Employee or Consultant to
whom an Option is so granted within a reasonable time after the date of such
grant.

         13. AMENDMENT AND TERMINATION OF THE PLAN.

         (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
suspend, or discontinue the Plan, but no amendment, alteration, suspension, or
discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with Rule 16b-3 under the Exchange
Act or with Section 422 of the Code (or any other applicable law or regulation,
including the requirements of the National Association of Securities Dealers or
an established stock exchange), the Company shall obtain shareholder approval of
any Plan amendment in such a manner and to such a degree as required.

         (b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Options already granted, and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Administrator, which agreement must be in writing and signed by the Optionee
and the Company.

         14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with
Applicable Laws 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
Applicable Laws.

         15. RESERVATION OF SHARES. The Company, during the term of this Plan,
shall at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of


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<PAGE>

the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

         16. OPTION AGREEMENTS. Options shall be evidenced by written agreements
in such form as the Administrator shall approve from time to time.

         17. SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such shareholder approval shall be obtained
in the degree and manner required under Applicable Laws.

         18. INFORMATION TO OPTIONEES AND PURCHASERS. The Company shall provide
to each Optionee and to each individual who acquires Shares pursuant to the
Plan, not less frequently than annually during the period such Optionee or
purchaser has one or more Options or Stock Purchase Rights outstanding, and, in
the case of an individual who acquires Shares pursuant to the Plan, during the
period such individual owns such Shares, copies of annual financial statements.
The Company shall not be required to provide such statements to key employees
whose duties in connection with the Company assure their access to equivalent
information.


                                       11
<PAGE>

                       MONOLITHIC SYSTEM TECHNOLOGY, INC.

                                 1996 STOCK PLAN

                             STOCK OPTION AGREEMENT


         Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Stock Option Agreement.

I.  AGREEMENT

         1. GRANT OF OPTION. Monolithic Systems Technology, Inc., a California
corporation (the "Company"), hereby grants to the Optionee (the "Optionee")
named in the Notice of Stock Option Grant (the "Notice of Grant"), an option
(the "Option") to purchase the total number of shares of Common Stock (the
"Shares") set forth in the Notice of Grant, at the exercise price per share set
forth in the Notice of Grant (the "Exercise Price") subject to the terms,
definitions and provisions of the 1996 Stock Option Plan (the "Plan") adopted by
the Company, which is incorporated herein by reference.

                  If designated in the Notice of Grant as an Incentive Stock
Option ("ISO"), this Option is intended to qualify as an ISO as defined in
Section 422 of the Code. However, if this Option is intended to be an ISO, to
the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be
treated as a Nonstatutory Stock Option ("NSO").

         2. EXERCISE OF OPTION. This Option shall be exercisable during its term
in accordance with the provisions of Section 9 of the Plan as follows:

                   (i)     RIGHT TO EXERCISE.

                           (a) Subject to subsections 2(i)(b) through 2(i)(e)
below, this Option shall be exercisable cumulatively according to the vesting
schedule set out in the Notice of Grant. Alternatively, at the election of the
Optionee, this option may be exercised in whole or in part at any time as to
Shares which have not yet vested. For purposes of this Stock Option Agreement,
Shares subject to Option shall vest based on continued employment of Optionee
with the Company. Vested Shares shall not be subject to the Company's repurchase
right (as set forth in the Restricted Stock Purchase Agreement, attached hereto
as Exhibit C-1).

                           (b) As a condition to exercising this Option for
unvested Shares, the Optionee shall execute the Restricted Stock Purchase
Agreement.

                           (c) This Option may not be exercised for a fraction
of a Share.


                                      -1-
<PAGE>

                           (d) In the event of Optionee's death, disability or
other termination of the employment or consulting relationship, the
exercisability of the Option is governed by Sections 7, 8 and 9 below, subject
to the limitation contained in subsection 2(i)(e).

                           (e) In no event may this Option be exercised after
the date of expiration of the term of this Option as set forth in the Notice of
Grant.

                  (ii) METHOD OF EXERCISE. This Option shall be exercisable by
written notice (in the form attached as Exhibit A) which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised, and such other representations and agreements with
respect to such shares of Common Stock as may be required by the Company
pursuant to the provisions of the Plan. Such written notice shall be signed by
the Optionee and, together with an executed copy of the Restricted Stock
Purchase Agreement, if applicable, shall be delivered in person or by certified
mail to the Secretary of the Company. The written notice and Restricted Stock
Purchase Agreement shall be accompanied by payment of the Exercise Price. This
Option shall be deemed to be exercised upon receipt by the Company of such
written notice and Restricted Stock Purchase Agreement accompanied by the
Exercise Price.

                  No Shares shall be issued pursuant to the exercise of an
Option unless such issuance and such exercise shall comply with all relevant
provisions of law and the requirements of any stock exchange upon which the
Shares may then be listed. Assuming such compliance, for income tax purposes the
Shares shall be considered transferred to the Optionee on the date on which the
Option is exercised with respect to such Shares.

         3. OPTIONEE'S REPRESENTATIONS. In the event the Shares purchasable
pursuant to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended, at the time this Option is exercised,
Optionee shall, if required by the Company, concurrently with the exercise of
all or any portion of this Option, deliver to the Company his or her Investment
Representation Statement in the form attached hereto as Exhibit B, and shall
read the applicable rules of the Commissioner of Corporations attached to such
Investment Representation Statement.

         4. METHOD OF PAYMENT. Payment of the Exercise Price shall be by any of
the following, or a combination thereof, at the election of the Optionee:

                   (i)     cash; or

                  (ii)     check; or

                 (iii)     duly executed full promissory note in the form
attached hereto as Exhibit D (the "Note"); or


                                      -2-
<PAGE>

                  (iv) to the extent permitted by the Administrator, delivery of
a properly executed exercise notice together with such other documentation as
the Administrator and the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the sale or loan proceeds
required to pay the Exercise Price.

         5. NOTE TERMS. With respect to the Note, the parties agree to the
following:

                   (i) The Note shall become payable in full upon termination or
cessation of the Optionee's employment with or services to the Company for any
reason.

                  (ii) As security for the payment of the Note and any renewal,
extension or modification thereof, the Optionee hereby grants to the Company,
pursuant to the Security Agreement attached hereto as Exhibit E, a security
interest in and pledges with and delivers to the Company the certificate or
certificates representing the Shares (or such other collateral as may be
acceptable to the Company).

                 (iii) In the event of any foreclosure of the security interest,
the Company may sell the Shares at a private sale or may itself repurchase any
or all of the Shares. The parties acknowledge that, prior to the establishment
of a public market for the Shares of the Company, the securities laws applicable
to the sale of the Shares make a public sale of the Shares commercially
unreasonable. The parties agree that the repurchasing of said Shares by the
Company, or by any person to whom the Company may have assigned its rights
hereunder, is commercially reasonable if made at a price determined by the Board
of Directors in its discretion, fairly exercised, representing what would be the
fair market value of the Shares diminished by any limitation on transferability,
whether due to the size of the block of Shares or the restrictions of applicable
securities laws.

                  (iv) In the event of default in payment when due of any
indebtedness under the Note, the Company may elect then, or at any time
thereafter, to exercise all rights available to a secured party under the
California Commercial Code, including the right to sell the Shares at a private
or public sale or repurchase the Shares as provided above. The proceeds of any
sale shall be applied in the following order:

                                    (a) To pay all reasonable expenses of the
                                    Company in enforcing this Agreement,
                                    including without limitation reasonable
                                    attorneys' fees and legal expenses incurred
                                    by the Company.

                                    (b) In satisfaction of the remaining
                                    indebtedness under the Note.

                                    (c) To the Optionee, any remaining proceeds.

                   (v) Upon full payment by the Optionee of all amounts due on
Optionee's Note, the Escrow Holder shall deliver to the Optionee the certificate
or certificates representing the Shares in


                                      -3-
<PAGE>

the Escrow Holder's possession belonging to the Optionee, the blank stock
assignment and the executed original of the Note marked "cancelled" by the
Company, and the Escrow Holder shall be discharged of all further obligations
hereunder; provided, however, that the Escrow Holder shall nevertheless retain
said certificate or certificates and stock assignment as escrow agent if so
required pursuant to other restrictions imposed pursuant to this Agreement.

         6. RESTRICTIONS ON EXERCISE. This Option may not be exercised until
such time as the Plan has been approved by the stockholders of the Company, or
if the issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") as
promulgated by the Federal Reserve Board. As a condition to the exercise of this
Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by any applicable law or regulation.

         7. TERMINATION OF RELATIONSHIP. In the event an Optionee's Continuous
Status as an Employee or Consultant terminates, Optionee may, to the extent the
Option was vested at the date of such termination (the "Termination Date"),
exercise this Option during the Termination Period set out in the Notice of
Grant. To the extent that Optionee was not vested in this Option at the date of
such termination, or if Optionee does not exercise this Option within the time
specified herein, the Option shall terminate.

         8. DISABILITY OF OPTIONEE. Notwithstanding the provisions of Section 6
above, in the event of termination of an Optionee's consulting relationship or
Continuous Status as an Employee as a result of his or her disability, Optionee
may, but only within twelve (12) months from the date of such termination (and
in no event later than the expiration date of the term of such Option as set
forth in the Stock Option Agreement), exercise the Option to the extent the
Option was vested at the date of such termination; provided, however, that if
such disability is not a "disability" as such term is defined in Section
22(e)(3) of the Code, in the case of an ISO such ISO shall cease to be treated
as an ISO and shall be treated for tax purposes as an NSO on the ninety-first
(91st) day following such termination. To the extent that Optionee is not vested
in the Option at the date of termination, or if Optionee does not exercise such
Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

         9. DEATH OF OPTIONEE. In the event of termination of Optionee's
Continuous Status as an Employee or Consultant as a result of the death of
Optionee, the Option may be exercised at any time within twelve (12) months
following the date of death (but in no event later than the date of expiration
of the term of this Option as set forth in Section 10 below), by Optionee's
estate or by a person who acquires the right to exercise the Option by bequest
or inheritance, but only to the extent the Option was vested at the date of
death. To the extent that Optionee is not vested in the Option at the date of
death, or if the Option is not exercised within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.


                                      -4-
<PAGE>

         10. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by Optionee. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

         11. TERM OF OPTION. This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option. The limitations set out
in Section 7 of the Plan regarding Options designated as ISOs and Options
granted to more than ten percent (10%) stockholders shall apply to this Option.

         12. TAX CONSEQUENCES. Set forth below is a brief summary as of the date
of this Option of some of the federal and state tax consequences of exercise of
this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.

                  (i) EXERCISE OF ISO. If this Option qualifies as an ISO, there
will be no regular federal income tax liability or state income tax liability
upon the exercise of the Option, although the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price will be
treated as an adjustment to the alternative minimum tax for federal tax purposes
and may subject the Optionee to the alternative minimum tax in the year of
exercise.

                 (ii) EXERCISE OF ISO FOLLOWING DISABILITY. If the Optionee's
Continuous Status as an Employee or Consultant terminates as a result of
disability that is not total and permanent disability as defined in Section
22(e)(3) of the Code, to the extent permitted on the date of termination, the
Optionee must exercise an ISO within 90 days of such termination for the ISO to
be qualified as an ISO.

                (iii) EXERCISE OF NSO. There may be a regular federal income tax
liability and state income tax liability upon the exercise of an NSO. The
Optionee will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the Fair Market Value
of the Shares on the date of exercise over the Exercise Price. If Optionee is an
Employee, the Company will be required to withhold from Optionee's compensation
or collect from Optionee and pay to the applicable taxing authorities an amount
equal to a percentage of this compensation income at the time of exercise. If
the Optionee is subject to Section 16 of the Securities Act of 1934, as amended,
the date of income recognition may be deferred for up to six months.

                 (iv) DISPOSITION OF SHARES. In the case of an NSO, if Shares
are held for at least one year, any gain realized on disposition of the Shares
will be treated as long-term capital gain for federal and state income tax
purposes. In the case of an ISO, if Shares transferred pursuant to the


                                      -5-
<PAGE>

Option are held for at least one year after exercise and are disposed of at
least two years after the Date of Grant, any gain realized on disposition of the
Shares will also be treated as long-term capital gain for federal and state
income tax purposes. If Shares purchased under an ISO are disposed of within
such one-year period or within two years after the Date of Grant, any gain
realized on such disposition will be treated as compensation income (taxable at
ordinary income rates) to the extent of the difference between the Exercise
Price and the lesser of (1) the Fair Market Value of the Shares on the date of
exercise, or (2) the sale price of the Shares.

                  (v) NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the
Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition. Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee.

                 (vi) SECTION 83(b) ELECTION FOR UNVESTED SHARES PURCHASED
PURSUANT TO NONQUALIFIED STOCK OPTIONS. With respect to the exercise of a
nonqualified stock option for unvested Shares, an election may be filed by the
Optionee with the Internal Revenue Service and, if necessary, the proper state
taxing authorities, WITHIN 30 DAYS of the purchase of the Shares, electing
pursuant to Section 83(b) of the Code (and similar state tax provisions if
applicable) to be taxed currently on any difference between the purchase price
of the Shares and their Fair Market Value on the date of purchase. This will
result in a recognition of taxable income to the Optionee on the date of
exercise, measured by the excess, if any, of the fair market value of the
Shares, at the time the Option is exercised over the purchase price for the
Shares. Absent such an election, taxable income will be measured and recognized
by Optionee at the time or times on which the Company's Repurchase Option
lapses. Optionee is strongly encouraged to seek the advice of his or her own tax
consultants in connection with the purchase of the Shares and the advisability
of filing of the Election under Section 83(b) and similar tax provisions. A form
of Election under Section 83(b) is attached hereto as Exhibit C-4 for reference.

                (vii) SECTION 83(b) ELECTION FOR UNVESTED SHARES PURCHASED
PURSUANT TO INCENTIVE STOCK Options. With respect to the exercise of an
incentive stock option for unvested Shares, an election may be filed by the
Optionee with the Internal Revenue Service and, if necessary, the proper state
taxing authorities, WITHIN 30 DAYS of the purchase of the Shares, electing
pursuant to Section 83(b) of the Code (and similar state tax provisions if
applicable) to be taxed currently on any difference between the purchase price
of the Shares and their Fair Market Value on the date of purchase for
alternative minimum tax purposes. This will result in a recognition of income to
the Optionee on the date of exercise, for alternative minimum tax purposes,
measured by the excess, if any, of the fair market value of the Shares, at the
time the option is exercised, over the purchase price for the Shares. Absent
such an election, alternative minimum taxable income will be measured and
recognized by Optionee at the time or times on which the Company's Repurchase
Option lapses. Optionee is strongly encouraged to seek the advice of his or her
tax consultants in connection with


                                      -6-
<PAGE>

the purchase of the Shares and the advisability of filing of the Election under
Section 83(b) and similar tax provisions. A form of Election under Section 83(b)
for alternative minimum tax purposes is attached hereto as Exhibit C-5 for
reference.

         OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY AND NOT
THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF OPTIONEE
REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON OPTIONEE'S
BEHALF.

         OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE
WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL
IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT
CAUSE.


                                      -7-
<PAGE>

                                    EXHIBIT A

                                 1996 STOCK PLAN

                                 EXERCISE NOTICE


Monolithic System Technology, Inc.
1020 Stewart Drive
Sunnyvale, California  94086

         1. EXERCISE OF OPTION. Effective as of today, ___________, 19__, the
undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
_________ shares of the Common Stock (the "Shares") of Monolithic System
Technology, Inc. (the "Company") under and pursuant to the Monolithic System
Technology, Inc. 1996 Stock Option Plan (the "Plan") and the [ ] Incentive [ ]
Nonstatutory Stock Option Agreement dated _________, 19__ (the "Option
Agreement").

         2.   REPRESENTATIONS OF OPTIONEE. Optionee acknowledges that Optionee
              has received, read and understood the Plan and the Option
              Agreement and agrees to abide by and be bound by their terms and
              conditions.

         3. RIGHTS AS STOCKHOLDER. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such stock certificate promptly
after the Option is exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section 11 of the Plan.

                  Optionee shall enjoy rights as a stockholder until such time
as Optionee disposes of the Shares or the Company and/or its assignee(s)
exercises the Right of First Refusal hereunder. Upon such exercise, Optionee
shall have no further rights as a holder of the Shares so purchased except the
right to receive payment for the Shares so purchased in accordance with the
provisions of this Agreement, and Optionee shall forthwith cause the
certificate(s) evidencing the Shares so purchased to be surrendered to the
Company for transfer or cancellation.

         4. COMPANY'S RIGHT OF FIRST REFUSAL. Before any Shares held by Optionee
or any transferee (either being sometimes referred to herein as the "Holder")
may be sold or otherwise transferred (including transfer by gift or operation of
law), the Company or its assignee(s) shall have a right of first refusal to
purchase the Shares on the terms and conditions set forth in this Section (the
"Right of First Refusal").


                                      -8-
<PAGE>

                 (a) NOTICE OF PROPOSED TRANSFER. The Holder of the Shares shall
deliver to the Company a written notice (the "Notice") stating: (i) the Holder's
bona fide intention to sell or otherwise transfer such Shares; (ii) the name of
each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the
number of Shares to be transferred to each Proposed Transferee; and (iv) the
bona fide cash price or other consideration for which the Holder proposes to
transfer the Shares (the "Offered Price"), and the Holder shall offer the Shares
at the Offered Price to the Company or its assignee(s).

                 (b) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within
thirty (30) days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less
than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with
subsection (c) below.

                 (c) PURCHASE PRICE. The purchase price ("Purchase Price") for
the Shares purchased by the Company or its assignee(s) under this Section shall
be the Offered Price. If the Offered Price includes consideration other than
cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith.

                 (d) PAYMENT. Payment of the Purchase Price shall be made, at
the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness of the Holder
to the Company (or, in the case of repurchase by an assignee, to the assignee),
or by any combination thereof within 30 days after receipt of the Notice or in
the manner and at the times set forth in the Notice.

                 (e) HOLDER'S RIGHT TO TRANSFER. If all of the Shares proposed
in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section, then the
Holder may sell or otherwise transfer such Shares to that Proposed Transferee at
the Offered Price or at a higher price, provided that such sale or other
transfer is consummated within 120 days after the date of the Notice and
provided further that any such sale or other transfer is effected in accordance
with any applicable securities laws and the Proposed Transferee agrees in
writing that the provisions of this Section shall continue to apply to the
Shares in the hands of such Proposed Transferee. If the Shares described in the
Notice are not transferred to the Proposed Transferee within such period, a new
Notice shall be given to the Company, and the Company and/or its assignees shall
again be offered the Right of First Refusal before any Shares held by the Holder
may be sold or otherwise transferred.

                 (f) EXCEPTION FOR CERTAIN FAMILY TRANSFERS. Anything to the
contrary contained in this Section notwithstanding, the transfer of any or all
of the Shares during the Optionee's lifetime or on the Optionee's death by will
or intestacy to the Optionee's immediate family or a trust for the benefit of
the Optionee's immediate family shall be exempt from the provisions of this
Section.


                                      -9-
<PAGE>

"Immediate Family" as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or
other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Section, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section.

                 (g) TERMINATION OF RIGHT OF FIRST REFUSAL. The Right of First
Refusal shall terminate as to any Shares 90 days after the first sale of Common
Stock of the Company to the general public pursuant to a registration statement
filed with and declared effective by the Securities and Exchange Commission
under the Securities Act of 1933, as amended.

         5. MARKET STAND-OFF AGREEMENT. Optionee hereby agrees that if so
requested by the Company or any representative of the underwriters in connection
with any registration of the offering of any securities of the Company under the
Securities Act, Optionee shall not sell or otherwise transfer any Shares or
other securities of the Company during the 180-day period following the
effective date of a registration statement of the Company filed under the
Securities Act; provided, however, that such restriction shall only apply to the
first registration statement of the Company to become effective under the
Securities Act which include securities to be sold on behalf of the Company to
the public in an underwritten public offering under the Securities Act. The
Company may impose stop-transfer instructions with respect to securities subject
to the foregoing restrictions until the end of such 180-day period.

         6. TAX CONSULTATION. Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

         7. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

                 (a) LEGENDS. Optionee understands and agrees that the Company
shall cause the legends set forth below or legends substantially equivalent
thereto, to be placed upon any certificate(s) evidencing ownership of the Shares
together with any other legends that may be required by state or federal
securities laws:

         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
         OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
         REGISTERED UNDER THE ACT OR SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
         HYPOTHECATION IS IN COMPLIANCE THEREWITH.


                                      -10-
<PAGE>

         THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
         RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE
         ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN
         THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY
         BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
         RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF
         THESE SHARES.

                  Optionee understands that transfer of the Shares may be
restricted by Section 260.141.11 of the Rules of the California Corporations
Commissioner.

                  (b) STOP-TRANSFER NOTICES. Optionee agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may
issue appropriate "stop transfer" instructions to its transfer agent, if any,
and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

                  (c) REFUSAL TO TRANSFER. The Company shall not be required (i)
to transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.

         8. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer herein set forth, this Agreement shall be binding
upon Optionee and his or her heirs, executors, administrators, successors and
assigns.

         9. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Optionee or by the Company forthwith to the
Company's Board of Directors or the committee thereof that administers the Plan,
which shall review such dispute at its next regular meeting. The resolution of
such a dispute by the Board or committee shall be final and binding on the
Company and on Optionee.

         10. GOVERNING LAW; SEVERABILITY. This Agreement shall be governed by
and construed in accordance with the laws of the State of California excluding
that body of law pertaining to conflicts of law. Should any provision of this
Agreement be determined by a court of law to be illegal or unenforceable, the
other provisions shall nevertheless remain effective and shall remain
enforceable.

         11. NOTICES. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail by certified mail, with postage and fees
prepaid, addressed to the other party at its address as shown


                                      -11-
<PAGE>

below beneath its signature, or to such other address as such party may
designate in writing from time to time to the other party.

         12. FURTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.

         13. DELIVERY OF PAYMENT. Optionee herewith delivers to the Company the
full Exercise Price for the Shares.

         14. ENTIRE AGREEMENT. The Plan and Notice of Grant/Option Agreement are
incorporated herein by reference. This Agreement, the Plan, the Option
Agreement, the Restricted Stock Purchase Agreement, and the Investment
Representation Statement constitute the entire agreement of the parties and
supersede in their entirety all prior undertakings and agreements of the Company
and Optionee with respect to the subject matter hereof.


Submitted by:                           Accepted by:

OPTIONEE:                               MONOLITHIC SYSTEM TECHNOLOGY, INC.

------------------------------          ----------------------------------
         (Print Name)                   By:


------------------------------          ----------------------------------
         (Signature)                     Title:

ADDRESS:

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

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


                                      -12-
<PAGE>

                                    EXHIBIT B

                       INVESTMENT REPRESENTATION STATEMENT

OPTIONEE          :        -----------------------------------

COMPANY           :        MONOLITHIC SYSTEM TECHNOLOGY, INC.

SECURITY          :        COMMON STOCK

AMOUNT            :        -----------------------------------

DATE              :        -----------------------------------

In connection with the purchase of the above-listed Securities, the undersigned
Optionee represents to the Company the following:

                  (a) Optionee is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Securities. Optionee
is acquiring these Securities for investment for Optionee's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

                  (b) Optionee acknowledges and understands that the Securities
constitute "restricted securities" under the Securities Act and have not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide
nature of Optionee's investment intent as expressed herein. In this connection,
Optionee understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if
Optionee's representation was predicated solely upon a present intention to hold
these Securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Securities, or for a period of one year or any other fixed
period in the future. Optionee further understands that the Securities must be
held indefinitely unless they are subsequently registered under the Securities
Act or an exemption from such registration is available. Optionee further
acknowledges and understands that the Company is under no obligation to register
the Securities. Optionee understands that the certificate evidencing the
Securities will be imprinted with a legend which prohibits the transfer of the
Securities unless they are registered or such registration is not required, a
legend prohibiting their transfer without the consent of the Commissioner of
Corporations of the State of California and any other legend required under
applicable state securities laws.

                   (c) Optionee is familiar with the provisions of Rule 701 and
Rule 144, each promulgated under the Securities Act, which, in substance, permit
limited public resale of "restricted


<PAGE>

securities" acquired, directly or indirectly from the issuer thereof, in a
non-public offering subject to the satisfaction of certain conditions. Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of
the Option to the Optionee, the exercise will be exempt from registration under
the Securities Act. In the event the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
ninety (90) days thereafter (or such longer period as any market stand-off
agreement may require) the Securities exempt under Rule 701 may be resold,
subject to the satisfaction of certain of the conditions specified by Rule 144,
including: (1) the resale being made through a broker in an unsolicited
"broker's transaction" or in transactions directly with a market maker (as said
term is defined under the Securities Exchange Act of 1934); and, in the case of
an affiliate, (2) the availability of certain public information about the
Company, (3) the amount of Securities being sold during any three month period
not exceeding the limitations specified in Rule 144(e), and (4) the timely
filing of a Form 144, if applicable.

         In the event that the Company does not qualify under Rule 701 at the
time of grant of the Option, then the Securities may be resold in certain
limited circumstances subject to the provisions of Rule 144, which requires the
resale to occur not less than one year after the later of the date the
Securities were sold by the Company or the date the Securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of
acquisition of the Securities by an affiliate, or by a non-affiliate who
subsequently holds the Securities less than two years, the satisfaction of the
conditions set forth in sections (1), (2), (3) and (4) of the paragraph
immediately above.

                  (d) Optionee further understands that in the event all of the
applicable requirements of Rule 701 or 144 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk. Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.

                  (e) Optionee understands that the certificate evidencing the
Securities will be imprinted with a legend which prohibits the transfer of the
Securities without the consent of the Commissioner of Corporations of
California. Optionee has read the applicable Commissioner's Rules with respect
to such restriction, a copy of which is attached.

                                     -------------------------------------
                                     Print Name of Optionee:


                                     -------------------------------------
                                     Signature of Optionee:


<PAGE>

                                   EXHIBIT C-1

                             1996 STOCK OPTION PLAN

                       RESTRICTED STOCK PURCHASE AGREEMENT


         THIS AGREEMENT is made between ____________________________________
(the "Purchaser") and Monolithic System Technology, Inc., a California
corporation (the "Company"), as of __________________, 199__.


                                    RECITALS

         (1) Pursuant to the exercise of the stock option granted to Purchaser
under the Company's 1996 Stock Plan and pursuant to the Stock Option Agreement
(the "Option Agreement") dated ___________ by and between the Company and
Purchaser with respect to such grant, which Option Agreement is hereby
incorporated by reference, Purchaser has elected to purchase _________ shares of
the Company's Common Stock of which ________ shares are not, as of the date
hereof, vested (the "Unvested Shares") under the vesting schedule set forth in
Section I of the Option Agreement, which for purposes of the definition of
"Unvested Shares" shall continue to be given effect in this Restricted Stock
Purchase Agreement. The Unvested Shares and the shares subject to the Option
Agreement that have become vested are sometimes collectively referred to herein
as the "Shares".

         (2) As required by the Option Agreement, as a condition to Purchaser's
election to exercise the option, Purchaser must execute this Restricted Stock
Purchase Agreement, which sets forth the rights and obligations of the parties
with respect to Shares acquired upon exercise of the Option.

         2.       REPURCHASE OPTION.

                  (a) If Purchaser's employment or consulting relationship with
the Company is terminated for any reason, including for cause, death, and
disability, the Company shall have the right and option to purchase from
Purchaser, or Purchaser's personal representative, as the case may be, all of
the Purchaser's Unvested Shares as of the date of such termination at the price
paid by the Purchaser for such Shares (the "Repurchase Option").

                  (b) Upon the occurrence of a termination, the Company may
exercise its Repurchase Option by delivering personally or by registered mail,
to Purchaser (or his transferee or legal representative, as the case may be),
within ninety (90) days of the termination, a notice in writing indicating the
Company's intention to exercise the Repurchase Option and setting forth a date
for closing not later than thirty (30) days from the mailing of such notice. The
closing shall take


<PAGE>

place at the Company's office. At the closing, the holder of the certificates
for the Unvested Shares being transferred shall deliver the stock certificate or
certificates evidencing the Unvested Shares, and the Company shall deliver the
purchase price therefor.

                  (c) At its option, the Company may elect to make payment for
the Unvested Shares to a bank selected by the Company. The Company shall avail
itself of this option by a notice in writing to Purchaser stating the name and
address of the bank, date of closing, and waiving the closing at the Company's
office.

                  (d) If the Company does not elect to exercise the Repurchase
Option conferred above by giving the requisite notice within ninety (90) days
following the termination, the Repurchase Option shall terminate.

         3.       TRANSFERABILITY OF THE SHARES; ESCROW.

                  (a) Purchaser hereby authorizes and directs the secretary of
the Company, or such other person designated by the Company, to transfer the
Unvested Shares as to which the Repurchase Option has been exercised from
Purchaser to the Company.

                  (b) To insure the availability for delivery of Purchaser's
Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option
under Section 1, Purchaser hereby appoints the secretary, or any other person
designated by the Company as escrow agent, as its attorney-in-fact to sell,
assign and transfer unto the Company, such Unvested Shares, if any, repurchased
by the Company pursuant to the Repurchase Option and shall, upon execution of
this Agreement, deliver and deposit with the secretary of the Company, or such
other person designated by the Company, the share certificates representing the
Unvested Shares, together with the stock assignment duly endorsed in blank,
attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall
be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of
the Company and Purchaser attached as Exhibit C-3 hereto, until the Company
exercises its purchase right as provided in Section 1, until such Unvested
Shares are vested, or until such time as this Agreement no longer is in effect.
Upon vesting of the Unvested Shares, the escrow agent shall promptly deliver to
the Purchaser the certificate or certificates representing such Shares in the
escrow agent's possession belonging to the Purchaser, and the escrow agent shall
be discharged of all further obligations hereunder; provided, however, that the
escrow agent shall nevertheless retain such certificate or certificates as
escrow agent if so required pursuant to other restrictions imposed pursuant to
this Agreement.

                  (c) The Company, or its designee, shall not be liable for any
act it may do or omit to do with respect to holding the Shares in escrow and
while acting in good faith and in the exercise of its judgment.

                   (d) Transfer or sale of the Shares is subject to restrictions
on transfer imposed by any applicable state and federal securities laws. Any
transferee shall hold such Shares subject to all


<PAGE>

the provisions hereof and the Exercise Notice executed by the Purchaser with
respect to any Unvested Shares purchased by Purchaser and shall acknowledge the
same by signing a copy of this Agreement.

         3. MARKET STAND-OFF AGREEMENT. Purchaser hereby agrees that if so
requested by the Company or any representative of the underwriters in connection
with any registration of the offering of any securities of the Company under the
Securities Act, Purchaser shall not sell or otherwise transfer any Shares or
other securities of the Company during the 180-day period following the
effective date of a registration statement of the Company filed under the
Securities Act; provided, however, that such restriction shall only apply to the
first registration statement of the Company to become effective under the
Securities Act which include securities to be sold on behalf of the Company to
the public in an underwritten public offering under the Securities Act. The
Company may impose stop-transfer instructions with respect to securities subject
to the foregoing restrictions until the end of such 180-day period.

         4. OWNERSHIP, VOTING RIGHTS, DUTIES. This Agreement shall not affect in
any way the ownership, voting rights or other rights or duties of Purchaser,
except as specifically provided herein.

         5. LEGENDS. The share certificate evidencing the Shares issued
hereunder shall be endorsed with the following legends (in addition to any
legend required under applicable state securities laws):

         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
         OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
         REGISTERED UNDER THE ACT OR SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
         HYPOTHECATION IS IN COMPLIANCE THEREWITH.

         THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
         RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST REFUSAL OPTIONS HELD BY THE
         ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN
         THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY
         BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
         RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF
         THESE SHARES.

         6. ADJUSTMENT FOR STOCK SPLIT. All references to the number of Shares
and the purchase price of the Shares in this Agreement shall be appropriately
adjusted to reflect any stock split, stock dividend or other change in the
Shares which may be made by the Company after the date of this Agreement.


<PAGE>

         7. NOTICES. Notices required hereunder shall be given in person or by
registered mail to the address of Purchaser shown on the records of the Company,
and to the Company at their respective principal executive offices.

         8. SURVIVAL OF TERMS. This Agreement shall apply to and bind Purchaser
and the Company and their respective permitted assignees and transferees, heirs,
legatees, executors, administrators and legal successors.

         9. SECTION 83(b) ELECTIONS.

                  (a) ELECTION FOR UNVESTED SHARES PURCHASED PURSUANT TO
NONQUALIFIED STOCK OPTIONS. Purchaser hereby acknowledges that he or she has
been informed that, with respect to the exercise of a nonqualified stock option
for Unvested Shares, that unless an election is filed by the Purchaser with the
Internal Revenue Service and, if necessary, the proper state taxing authorities,
WITHIN 30 DAYS of the purchase of the Shares, electing pursuant to Section 83(b)
of the Code (and similar state tax provisions if applicable) to be taxed
currently on any difference between the purchase price of the Shares and their
Fair Market Value on the date of purchase, there will be a recognition of
taxable income to the Optionee, measured by the excess, if any, of the fair
market value of the Shares, at the time the Company's Repurchase Option lapses
over the purchase price for the Shares. Optionee represents that Optionee has
consulted any tax consultant(s) Optionee deems advisable in connection with the
purchase of the Shares or the filing of the Election under Section 83(b) and
similar tax provisions. A form of Election under Section 83(b) is attached
hereto as Exhibit C-4 for reference.

         (b) ELECTION FOR UNVESTED SHARES PURCHASED PURSUANT TO INCENTIVE STOCK
OPTIONS. Purchaser hereby acknowledges that he or she has been informed that,
with respect to the exercise of an incentive stock option for Unvested Shares,
that unless an election is filed by the Purchaser with the Internal Revenue
Service and, if necessary, the proper state taxing authorities, WITHIN 30 DAYS
of the purchase of the Shares, electing pursuant to Section 83(b) of the Code
(and similar state tax provisions if applicable) to be taxed currently on any
difference between the purchase price of the Shares and their Fair Market Value
on the date of purchase, there will be a recognition of income to the Optionee,
for alternative minimum tax purposes, measured by the excess, if any, of the
fair market value of the Shares, at the time the Company's Repurchase Option
lapses over the purchase price for the Shares. Optionee represents that Optionee
has consulted any tax consultant(s) Optionee deems advisable in connection with
the purchase of the Shares or the filing of the Election under Section 83(b) and
similar tax provisions. A form of Election under Section 83(b) for alternative
minimum tax purposes is attached hereto as Exhibit C-5 for reference.

         PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND
         NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN
         IF PURCHASER REQUESTS THE


<PAGE>

         COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER'S
         BEHALF.

         10. REPRESENTATIONS. Purchaser has reviewed with his own tax advisors
the federal, state, local and foreign tax consequences of this investment and
the transactions contemplated by this Agreement. Purchaser is relying solely on
such advisors and not on any statements or representations of the Company or any
of its agents. Purchaser understands that he (and not the Company) shall be
responsible for his own tax liability that may arise as a result of this
investment or the transactions contemplated by this Agreement.

         11. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with applicable state laws.

         Purchaser represents that he has read this Agreement and is familiar
with its terms and provisions. Purchaser hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any
questions arising under this Agreement.


<PAGE>

         IN WITNESS WHEREOF, this Agreement is deemed made as of the date first
set forth above.

                           "COMPANY"

                           MONOLITHIC SYSTEM TECHNOLOGY, INC.


                           By:
                               ----------------------------------


                           TITLE:
                                  -------------------------------


                           "PURCHASER"



                            -------------------------------------
                                        (Signature)


                            -------------------------------------
                                        (Print Name)


                           ADDRESS:
                                    -----------------------------

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

                           Soc. Sec. No.:
                                          -----------------------


<PAGE>

                                   EXHIBIT C-2

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


         FOR VALUE RECEIVED I, __________________________, hereby sell,
assign and transfer unto _____________________ (__________) shares of the
Common Stock of __________________________ standing in my name of the books
of said corporation represented by Certificate No. _____ herewith and do
hereby irrevocably constitute and appoint __________________ to transfer the
said stock on the books of the within named corporation with full power of
substitution in the premises.

         This Stock Assignment may be used only in accordance with the
Restricted Stock Purchase Agreement between ________________________ and the
undersigned dated ______________, 19__.


Dated: _______________, 19


                                                    Signature:




INSTRUCTIONS: Please do not fill in any blanks other than the signature line.
The purpose of this assignment is to enable the Company to exercise its
"repurchase option," as set forth in the Agreement, without requiring additional
signatures on the part of the Purchaser.


                                   EXHIBIT C-3


<PAGE>

                            JOINT ESCROW INSTRUCTIONS


                                                                  ______ , 19__


Monolithic System Technology, Inc.
1020 Stewart Drive
Sunnyvale, California  94086
Attention:  Corporate Secretary

Dear ____________:

         As Escrow Agent for both Monolithic System Technology, Inc. (the
"Company"), and the undersigned purchaser of stock of the Company (the
"Purchaser"), you are hereby authorized and directed to hold the documents
delivered to you pursuant to the terms of that certain Restricted Stock Purchase
Agreement ("Agreement") between the Company and the undersigned, in accordance
with the following instructions:

         1. In the event the Company and/or any assignee of the Company
(referred to collectively for convenience herein as the "Company") exercises the
Company's repurchase option set forth in the Agreement, the Company shall give
to Purchaser and you a written notice specifying the number of shares of stock
to be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby irrevocably
authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.

         2. At the closing, you are directed (a) to date the stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its
assignee, against the simultaneous delivery to you of the purchase price (by
cash, a check, or some combination thereof) for the number of shares of stock
being purchased pursuant to the exercise of the Company's repurchase option.

         3. Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement.
Purchaser does hereby irrevocably constitute and appoint you as Purchaser's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities.


                                      -22-
<PAGE>

Subject to the provisions of this paragraph 3, Purchaser shall exercise all
rights and privileges of a stockholder of the Company while the stock is held by
you.

         4. Upon written request of the Purchaser, but no more than once per
calendar year, unless the Company's repurchase option has been exercised, you
will deliver to Purchaser a certificate or certificates representing so many
shares of stock as are not then subject to the Company's repurchase option.
Within 120 days after cessation of Purchaser's continuous employment by or
services to the Company, or any parent or subsidiary of the Company, you will
deliver to Purchaser a certificate or certificates representing the aggregate
number of shares held or issued pursuant to the Agreement and not purchased by
the Company or its assignees pursuant to exercise of the Company's repurchase
option.

         5. If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to Purchaser,
you shall deliver all of the same to Purchaser and shall be discharged of all
further obligations hereunder.

         6. Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.

         7. You shall be obligated only for the performance of such duties as
are specifically set forth herein and may rely and shall be protected in relying
or refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith,
and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.

         8. You are hereby expressly authorized to disregard any and all
warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law and are hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case you obey or comply with any such order, judgment or decree, you
shall not be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.

         9. You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

         10. You shall not be liable for the outlawing of any rights under the
Statute of Limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.


                                      -23-
<PAGE>

         11. You shall be entitled to employ such legal counsel and other
experts as you may deem necessary properly to advise you in connection with your
obligations hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation therefor.

         12. Your responsibilities as Escrow Agent hereunder shall terminate if
you shall cease to be an officer or agent of the Company or if you shall resign
by written notice to each party. In the event of any such termination, the
Company shall appoint a successor Escrow Agent.

         13. If you reasonably require other or further instruments in
connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.

         14. It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the
securities held by you hereunder, you are authorized and directed to retain in
your possession without liability to anyone all or any part of said securities
until such disputes shall have been settled either by mutual written agreement
of the parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

         15. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail with
postage and fees prepaid, addressed to each of the other parties thereunto
entitled at the following addresses or at such other addresses as a party may
designate by ten days' advance written notice to each of the other parties
hereto.

                  COMPANY:          Monolithic System Technology, Inc.
                                    1020 Stewart Drive
                                    Sunnyvale, California  94086
                                    Attn:  Corporate Secretary


                  PURCHASER:




                  ESCROW AGENT:     Corporate Secretary
                                    Monolithic System Technology, Inc.
                                    1020 Stewart Drive
                                    Sunnyvale, California  94086


                                      -24-
<PAGE>

         16. By signing these Joint Escrow Instructions, you become a party
hereto only for the purpose of said Joint Escrow Instructions; you do not become
a party to the Agreement.

         17. This instrument shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns.

         18. These Joint Escrow Instructions shall be governed by, and construed
and enforced in accordance with, the laws of the State of California.

                                MONOLITHIC SYSTEM TECHNOLOGY, INC.


                                By:
                                   ------------------------------------


                                Title:
                                       --------------------------------

                                Purchaser:
                                           ----------------------------
                                                    (Signature)


                                           ----------------------------
                                             (Typed or Printed Name)



                                Escrow Agent:
                                             --------------------------
                                Corporate Secretary:
                                                     ------------------


                                      -25-
<PAGE>

                                   EXHIBIT C-4
                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986


 The undersigned taxpayer hereby elects, pursuant to the above-referenced
 Federal Tax Code, to include in taxpayer's gross income for the current taxable
 year, the amount of any compensation taxable to taxpayer in connection with his
 receipt of the property described below:

 1.      The name, address, taxpayer identification number and taxable year of
         the undersigned are as follows:

         NAME:                 TAXPAYER: ___________ SPOUSE: ____________
         ADDRESS: ____________________________________________

         IDENTIFICATION NO.:  TAXPAYER:_____________ SPOUSE: ____________

         TAXABLE YEAR: ___________________________________

 2.      The property with respect to which the election is made is described as
         follows: __________ shares (the "Shares") of the Common Stock of
         Monolithic System Technology, Inc. (the "Company").

 3.      The date on which the property was transferred is: ___________ , 19__.

 4.      The property is subject to the following restrictions:

         The Shares may be repurchased by the Company, or its assignee, on
         certain events. This right lapses with regard to a portion of the
         Shares based on the continued performance of services by the taxpayer
         over time.

 5.      The fair market value at the time of transfer, determined without
         regard to any restriction other than a restriction which by its terms
         will never lapse, of such property is:
         $_________________.

 6.      The amount (if any) paid for such property is:

         $_________________.

 The undersigned has submitted a copy of this statement to the person for whom
 the services were performed in connection with the undersigned's receipt of the
 above-described property. The transferee of such property is the person
 performing the services in connection with the transfer of said property.


 THE UNDERSIGNED UNDERSTANDS THAT THE FOREGOING ELECTION MAY NOT BE REVOKED
 EXCEPT WITH THE CONSENT OF THE COMMISSIONER.


 Dated:  ___________________, 19__           __________________________________
                                                 (signature of Taxpayer)

                                             __________________________________
                                                (print name of Taxpayer)

 The undersigned spouse of taxpayer joins in this election.

 Dated:  ___________________, 19__    ___________________________________

                                   EXHIBIT C-5


<PAGE>

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

 The undersigned taxpayer hereby elects, pursuant to the provisions of Sections
 55-56 and 83(b) of the Internal Revenue Code of 1986, as amended, to include in
 taxpayer's alternative minimum taxable income for the current taxable year, as
 compensation for services, the excess, if any, of the fair market value of the
 property described below at the time of transfer over the amount paid for such
 property.

 1.      The name, address, taxpayer identification number and taxable year of
         the undersigned are as follows:

         NAME:                 TAXPAYER: ___________ SPOUSE: ____________
         ADDRESS: ____________________________________________

         IDENTIFICATION NO.:  TAXPAYER:_____________ SPOUSE: ____________

         TAXABLE YEAR: ___________________________________

 2.      The property with respect to which the election is made is described as
         follows: __________shares (the "Shares") of the Common Stock of
         Monolithic System Technology, Inc. (the "Company").

 3.      The date on which the property was transferred is: _______________.

 4.      The property is subject to the following restrictions:

         The Shares may be repurchased by the Company, or its assignee, at its
         original purchase price, on certain events. This right lapses with
         regard to a portion of the Shares over time.

 5.      The fair market value at the time of transfer, determined without
         regard to any restriction other than a restriction which by its terms
         will never lapse, of such property is:

         $_______________

 6.      The amount paid for such property is:

         $_______________

 The undersigned has submitted a copy of this statement to the person for whom
 the services were performed in connection with the undersigned's receipt of the
 above-described property. The transferee of such property is the person
 performing the services in connection with the transfer of said property.

 THE UNDERSIGNED UNDERSTANDS THAT THE FOREGOING ELECTION MAY NOT BE REVOKED
 EXCEPT WITH THE CONSENT OF THE COMMISSIONER.

 Dated:              _________________________, Taxpayer

 The undersigned spouse of taxpayer joins in this election.

 Dated:  ___________________, 19__    _____________________________________


                                      -27-
<PAGE>

                                    EXHIBIT D

                                 PROMISSORY NOTE


                                                             ___________, 19___
$_____________

         For value received, the undersigned promises to pay to Monolithic
System Technology, Inc., a California corporation (the "Company"), or order, at
its principal office the principal sum of $__________ with interest thereof at
the rate of ________ percent (__%) per annum, compounded __________ annually, on
the unpaid balance of the principal sum. Said principal and interest shall be
due on the fourth anniversary of the date of this Note.

         Should the undersigned fail to make full payment of any installment of
principal or interest for a period of 10 days or more after the due date
thereof, the whole unpaid balance on this Note of principal and interest shall
become immediately due at the option of the holder of this Note.

         This Note is subject to the terms of the Restricted Stock Purchase
Agreement, dated as of __________________. This Note is secured by a pledge of
the Company's Common Stock under the terms of a Security Agreement of even date
herewith and is subject to all the provisions thereof.

         The holder of this Note shall have full recourse against the
undersigned, and shall not be required to proceed against the collateral
securing this Note in the event of default.

         In the event of the undersigned shall cease to be an employee of the
Company for any reason, this Note shall, at the option of the Company, be
accelerated, and the whole unpaid balance on this Note of principal and accrued
interest shall be immediately due and payable.

         Principal payable in lawful money of the United States of America. THE
PRIVILEGE IS RESERVED TO PREPAY ANY PORTION OF THE NOTE AT ANY TIME.

         Should suit be commenced to collect this Note or any portion thereof,
such sum as the Court may deem reasonable shall be added hereto as attorneys'
fees. The maker waives presentment for payment, protest, notice of protest and
notice of non-payment of this Note.



                     Name: ________________________________

                     Signature: ___________________________


                                      -28-
<PAGE>

                                    EXHIBIT E

                               SECURITY AGREEMENT


         This Security Agreement is made as of _________________ between
Monolithic System Technology, Inc., a California corporation ("Pledgee"), and
_________________________________ ("Pledgor").


                                    RECITALS

         Pursuant to Pledgor's purchase of Shares under the Restricted Stock
Purchase Agreement dated _________________ (the "Agreement"), between Pledgor
and Pledgee and Pledgor's election under the terms of the Agreement to pay for
such shares with Pledgor's promissory note (the "Note"), Pledgor has purchased
__________ shares of Pledgee's Common Stock (the "Shares") at a price of $_____
per share, for a total purchase price of $__________. The Note and the
obligations thereunder are as set forth in Exhibit D to the Agreement.

         NOW, THEREFORE, it is agreed as follows:

         1. CREATION AND DESCRIPTION OF SECURITY INTEREST. In consideration of
the transfer of the Shares to Pledgor under the Agreement, Pledgor, pursuant to
the California Commercial Code, hereby pledges all of such Shares (herein
sometimes referred to as the "Collateral") represented by certificate number
______, duly endorsed in blank or with executed stock powers, and herewith
delivers said certificate to the Secretary of Pledgee ("Pledgeholder"), who
shall hold said certificate subject to the terms and conditions of this Security
Agreement.

         The pledged stock (together with an executed blank stock assignment for
use in transferring all or a portion of the Shares to Pledgee if, as and when
required pursuant to this Security Agreement) shall be held by the Pledgeholder
as security for the repayment of the Note, and any extensions or renewals
thereof, to be executed by Pledgor pursuant to the terms of the Agreement, and
the Pledgeholder shall not encumber or dispose of such Shares except in
accordance with the provisions of this Security Agreement.

         2. PLEDGOR'S REPRESENTATIONS AND COVENANTS. To induce Pledgee to enter
into this Security Agreement, Pledgor represents and covenants to Pledgee, its
successors and assigns, as follows:

                  (a) PAYMENT OF INDEBTEDNESS. Pledgor will pay the principal
sum of the Note secured hereby, together with interest thereon, at the time and
in the manner provided in the Note.


                                     -29-
<PAGE>

                  (b) ENCUMBRANCES. The Shares are free of all other
encumbrances, defenses and liens (other than restrictions on transfer imposed by
applicable securities laws), and Pledgor will not further encumber the Shares
without the prior written consent of Pledgee.

                  (c) MARGIN REGULATIONS. In the event that Pledgee's Common
Stock is now or later becomes margin-listed by the Federal Reserve Board and
Pledgee is classified as a "lender" within the meaning of the regulations under
Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G"),
Pledgor agrees to cooperate with Pledgee in making any amendments to the Note or
providing any additional collateral as may be necessary to comply with such
regulations.

         3. VOTING RIGHTS. During the term of this pledge and so long as all
payments of principal and interest are made as they become due under the terms
of the Note, Pledgor shall have the right to vote all of the Shares pledged
hereunder.

         4. STOCK ADJUSTMENTS. In the event that during the term of the pledge
any stock dividend, reclassification, readjustment or other changes are declared
or made in the capital structure of Pledgee, all new, substituted and additional
shares or other securities issued by reason of any such change shall be
delivered to and held by the Pledgee under the terms of this Security Agreement
in the same manner as the Shares originally pledged hereunder. In the event of
substitution of such securities, Pledgor, Pledgee and Pledgeholder shall
cooperate and execute such documents as are reasonable so as to provide for the
substitution of such Collateral and, upon such substitution, references to
"Shares" in this Security Agreement shall include the substituted shares of
capital stock of Pledgor as a result thereof.

         5. OPTIONS AND RIGHTS. In the event that, during the term of this
pledge, subscription Options or other rights or options shall be issued in
connection with the pledged Shares, such rights, Options and options shall be
the property of Pledgor and, if exercised by Pledgor, all new stock or other
securities so acquired by Pledgor as it relates to the pledged Shares then held
by Pledgeholder shall be immediately delivered to Pledgeholder, to be held under
the terms of this Security Agreement in the same manner as the Shares pledged.

         6. DEFAULT. Pledgor shall be deemed to be in default of the Note and of
this Security Agreement in the event:

                  (a) Payment of principal or interest on the Note
shall be delinquent for a period of 10 days or more; or

                  (b) Pledgor fails to perform any of the covenants set forth in
the Agreement or contained in this Security Agreement for a period of 10 days
after written notice thereof from Pledgee.


                                      -30-
<PAGE>

         In the case of an event of Default, as set forth above, Pledgee shall
have the right to accelerate payment of the Note upon notice to Pledgor, and
Pledgee shall thereafter be entitled to pursue its remedies under the California
Commercial Code.

         7. RELEASE OF COLLATERAL. Subject to any applicable contrary rules
under Regulation G, there shall be released from this pledge a portion of the
pledged Shares held by Pledgeholder hereunder upon payments of the principal of
the Note. The number of the pledged Shares which shall be released shall be that
number of full Shares which bears the same proportion to the initial number of
Shares pledged hereunder as the payment of principal bears to the initial full
principal amount of the Note.

         8. WITHDRAWAL OR SUBSTITUTION OF COLLATERAL. Pledgor shall not sell,
withdraw, pledge, substitute or otherwise dispose of all or any part of the
Collateral without the prior written consent of Pledgee.

         9. TERM. The within pledge of Shares shall continue until the payment
of all indebtedness secured hereby, at which time the remaining pledged stock
shall be promptly delivered to Pledgor, subject to the provisions for prior
release of a portion of the Collateral as provided in paragraph 7 above.

         10. INSOLVENCY. Pledgor agrees that if a bankruptcy or insolvency
proceeding is instituted by or against it, or if a receiver is appointed for the
property of Pledgor, or if Pledgor makes an assignment for the benefit of
creditors, the entire amount unpaid on the Note shall become immediately due and
payable, and Pledgee may proceed as provided in the case of default.

         11. PLEDGEHOLDER LIABILITY. In the absence of willful or gross
negligence, Pledgeholder shall not be liable to any party for any of his acts,
or omissions to act, as Pledgeholder.

         12. INVALIDITY OF PARTICULAR PROVISIONS. Pledgor and Pledgee agree that
the enforceability or invalidity of any provision or provisions of this Security
Agreement shall not render any other provision or provisions herein contained
unenforceable or invalid.

         13. SUCCESSORS OR ASSIGNS. Pledgor and Pledgee agree that all of the
terms of this Security Agreement shall be binding on their respective successors
and assigns, and that the term "Pledgor" and the term "Pledgee" as used herein
shall be deemed to include, for all purposes, the respective designees,
successors, assigns, heirs, executors and administrators.

         14. GOVERNING LAW. This Security Agreement shall be interpreted and
governed under the laws of the State of California.


                                      -31-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


         "PLEDGOR"               By:
                                            ------------------------------
                                 Name:
                                            ------------------------------
                                 Signature:
                                            ------------------------------
                                 Address:
                                            ------------------------------





         "PLEDGEE"               MONOLITHIC SYSTEM TECHNOLOGY, INC.
                                 a California corporation


                                 By:
                                            ------------------------------

                                 Title:
                                            ------------------------------



         "PLEDGEHOLDER"
                                 -----------------------------------------------
                                 Secretary of Monolithic System Technology, Inc.


                                      -32-