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                                                                    Exhibit 4.10

                            STATE OF THE ART, INC.
                       1997 EMPLOYEE STOCK PURCHASE PLAN
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     The following constitute the provisions of the Employee Stock Purchase Plan
of State of the Art, Inc.

     1.   Purpose.   The purpose of the Plan is to provide employees of the
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Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company.  It is the intention of the Company to have the Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended.  The provisions of the Plan shall,
accordingly, be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.

     2.   Definitions.
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          (a) "Board" shall mean the Board of Directors of the Company.
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          (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
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          (c) "Common Stock" shall mean the Common Stock, no par value, of the
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Company.

          (d) "Company" shall mean State of the Art, Inc., a California
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corporation.

          (e) "Compensation" shall mean all regular straight time gross earnings
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excluding payments for overtime, shift premium, incentive compensation,
incentive payments, bonuses, commissions and other compensation.

          (f) "Continuous Status As An Employee" shall mean the absence of any
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interruption or termination of service as an Employee.  Continuous Status as an
Employee shall not be considered interrupted in the case of  a leave of absence
agreed to in writing by the Company,  provided that such leave is for a period
of not more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.

          (g) "Contributions" shall mean all amounts credited to the account of
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a participant pursuant to the Plan.

          (h) "Designated Subsidiaries" shall mean the Subsidiaries which have
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been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.

          (i) "Employee" shall mean any person, including an officer, who is
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customarily employed for at least twenty (20) hours per week and more than five
(5) months in a calendar year by the Company or one of its Designated
Subsidiaries.

          (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
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amended.

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          (k) "Exercise Date" shall mean the last day of each Offering Period of
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the Plan.

          (l) "Offering Date" shall mean the first business day of each Offering
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Period of the Plan, except that in the case of an individual who becomes an
eligible Employee after the first business day of an Offering Period but prior
to the first business day of the last calendar quarter of such Offering Period,
the term "Offering Date" shall mean the first business day of the calendar
quarter coinciding with or next succeeding the day on which that individual
becomes an eligible Employee.

              Options granted after the first business day of an Offering Period
will be subject to the same terms as the options granted on the first business
day of such Offering Period except that such options will have a different grant
date (and thus, potentially, a different exercise price) and, because they
expire at the same time as the options granted on the first business day of such
Offering Period, a shorter term.

          (m) "Offering Period" shall mean a specific period of twelve (12)
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months.

          (n) "Plan" shall mean this Employee Stock Purchase Plan.
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          (o) "Subsidiary" shall mean a corporation, domestic or foreign, of
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which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.

     3.   Eligibility.
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          (a) Any person who has been continuously employed as an Employee for
three (3) months as of the Offering Date of a given Offering Period shall be
eligible to participate in such Offering Period under the Plan, provided that
such person was not eligible to participate in such Offering Period as of any
prior Offering Date, and further, subject to the requirements of paragraph 5(a)
of this Plan and the limitations imposed by Section 423(b) of the Code.

          (b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after the
grant, such Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 424(d) of the Code) would own stock and/or
hold outstanding options to purchase stock  possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company or of any subsidiary of the Company, or (ii) which permits the
Employee's rights to purchase stock under all employee stock purchase plans
(described in Section 423 of the Code) of the Company and its Subsidiaries to
accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair
market value of such stock (determined at the time such option is granted) for
each calendar year in which such option is outstanding at any time.

     4.   Offering Periods.   The Plan shall be implemented by a series of
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Offering Periods, with a new Offering Period commencing on January 1 of each
year (or at such other time or times as may be determined by the Board of
Directors).  The Plan shall continue until terminated in accordance with
paragraph 19 hereof.  The Board of Directors of the Company shall have the power
to change the duration and/or the frequency of Offering Periods with

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respect to future offerings without stockholder approval if such change is
announced at least fifteen (15) days prior to the scheduled beginning of the
first Offering Period to be affected.

     5.   Participation.
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          (a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement on the form provided by the Company and
filing it with the Company's Office of Human Resources prior to the applicable
Offering Date, unless a later time for filing the subscription agreement is set
by the Board for all eligible Employees with respect to a given offering.  The
subscription agreement shall set forth the percentage of the participant's
Compensation (which shall be not more than 20%) to be paid as Contributions
pursuant to the Plan.

          (b) Payroll deductions shall commence on the first payroll following
the Offering Date, and shall end on the last payroll paid on or prior to the
Exercise Date of the offering to which the subscription agreement is applicable,
unless sooner terminated by the participant as provided in paragraph 10.

     6.   Method of Payment of Contributions.
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          (a) The participant shall elect to have payroll deductions made on
each payday during the Offering Period in an amount not more than twenty percent
(20%) of such participant's Compensation on each such payday; provided that the
aggregate of such payroll deductions during the Offering Period shall not exceed
twenty percent (20%) of the participant's aggregate Compensation during said
Offering Period.  All payroll deductions made by a participant shall be credited
to his or her account under the Plan.  A participant may not make any additional
payments into such account.

          (b) A participant may discontinue his or her participation in the Plan
as provided in paragraph 10, or, on one occasion only during any Offering
Period, may decrease, but may not increase, the rate of his or her Contributions
during the Offering Period by completing and filing with the Company a new
subscription agreement within the ten (10) day period immediately preceding the
beginning of any calendar quarter during the Offering Period.  The change in
rate shall be effective as of the beginning of the calendar quarter following
the date of filing of the new subscription agreement.

          (c) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and paragraph 3(b) herein, any participant's
payroll deductions may be decreased by the Company to 0%, at such time during
any Offering Period which is scheduled to end during the then-current calendar
year, that the aggregate of all of that Employee's payroll deductions related to
this Plan accumulated with respect to such Offering Period and any other
Offering Period ending within the same calendar year equal or exceed $21,250.
Payroll deductions shall recommence at the rate provided in such participant's
subscription agreement at the beginning of the first Offering Period which is
scheduled to end in the following calendar year,  unless terminated by the
participant as provided in paragraph 10.

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     7.   Grant of Option.
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          (a) Effective on the Offering Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted, by the
Company, an option to purchase on the Exercise Date during such Offering Period
a number of shares of the Company's Common Stock determined by dividing such
Employee's Contributions accumulated prior to such Exercise Date and retained in
the Employee's account as of the Exercise Date by the lower of (i) eighty-five
percent (85%) of the fair market value of a share of the Company's Common Stock
on the Offering Date, or (ii) eighty-five percent (85%) of the fair market value
of a share of the Company's Common Stock on the Exercise Date; provided however,
that the maximum number of shares an Employee may purchase during each Offering
Period shall be determined at the Offering Date by dividing $25,000 by the fair
market value of a share of the Company's Common Stock on the Offering Date, and
provided further that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 12 hereof.  The fair market value of a share of the
Company's Common Stock shall be determined as provided in Section 7(b) herein.

          (b) The option price per share of the shares offered in a given
Offering Period shall be the lower of:  (i) 85% of the fair market value of a
share of the Common Stock of the Company on the Offering Date; or (ii) 85% of
the e fair market value of a share of the Common Stock of the Company on the
Exercise Date.  The fair market value of the Company's Common Stock on a given
date shall be determined by the Board in its discretion based on the closing
price of the Common Stock for such date (or, in the event that the Common Stock
is not traded on such date, on the immediately preceding trading date), as
reported by the National Association of Securities Dealers Automated Quotation
(NASDAQ) National Market System.

     8.   Exercise of Option.   Unless a participant withdraws from the Plan as
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provided in paragraph 10, that Employee's option for the purchase of shares will
be exercised automatically on the Exercise Date of the Offering Period, and the
maximum number of full shares subject to option will be purchased for him or her
at the applicable option price with the accumulated Contributions in his or her
account.  the shares purchased upon exercise of an option hereunder shall be
deemed to be transferred to the participant on the Exercise Date.  During his
lifetime, a participant's option to purchase shares hereunder is exercisable
only by him or her.

     9.   Delivery.    As promptly as practicable after the Exercise Date of
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each Offering Period, the Company shall arrange the delivery to each
participant, as appropriate, of a certificate representing the shares purchased
upon exercise of his or her option.  Any cash remaining to the credit of a
participant's account under the Plan after a purchase by him or her or shares at
the termination of each Offering Period, or which is insufficient to purchase a
full share of Common Stock of the Company, shall be returned to said
participant.

     10.  Withdrawal; Termination of Employment.
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          (a) A participant may withdraw all (but not less than all) of the
Contributions credited to his or her account under the Plan at any time prior to
the Exercise Date of the Offering Period by giving written notice to the
Company.  All of the participant's Contributions credited to his or her account
will be paid to him or her promptly after receipt of his or her notice of
withdrawal, and his or her option for the current period will be automatically

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terminated, and no further Contributions for the purchase of shares will be made
during the Offering Period.

          (b) Upon termination of the participant's Continuous Status as an
Employee prior to the Exercise Date of the Offering Period for any reason,
including retirement or death, the Contributions credited to his or her account
will be returned to her or her or, in the case of his or her death, to the
person or persons entitled thereto under paragraph 14, and his or her option
under this Plan will be automatically terminated.

          (c) In the event an Employee fails to remain in Continuous Status as
an Employee of the Company for at least twenty (20) hours per week during the
Offering Period in which the employee is a participant, he or she will be deemed
to have elected to withdraw from the Plan and the Contributions credited to his
or her account will be returned to him or her and his or her option under this
Plan will be terminated.

          (d) A participant's withdrawal from an offering will not have any
effect upon his or her eligibility to participate in a succeeding offering or in
any similar plan w which may hereafter be adopted by the Company.

     11.  Interest.   No interest shall accrue on the Contributions of a
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participant in the Plan.

     12.  Stock.
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          (a) The maximum number of shares of the Company's Common Stock which
shall be made available for sale under the Plan shall be one million shares,
subject to adjustment upon changes in capitalization of the Company as provided
in paragraph 18.  If the total number of shares which would otherwise be subject
to options granted pursuant to Section 7(a) hereof on the Offering Date of an
Offering Period exceeds the number of shares then available under the Plan
(after deduction of all shares for which options have been exercised or are then
outstanding), the Company shall make a pro rata allocation of the shares
remaining available for option grant, among all then-current participants, in as
uniform a manner as shall be practicable and as it shall determine to be
equitable.  Any amounts remaining in an Employee's account not applied to the
purchase of stock pursuant to this Section 12 shall be refunded on or promptly
after the Exercise Date.  In such event, the Company shall give written notice
of such reduction of the number of shares subject to the option to each Employee
affected thereby and shall similarly reduce the rate of Contributions, if
necessary.

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

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

     13.  Administration.   The Board, or a committee named by the Board, shall
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supervise and administer the Plan and shall have full power to adopt, amend and
rescind any rules deemed desirable and appropriate for the administration of the
Plan and not inconsistent with the Plan, to construe and interpret the Plan, and
to make all other determinations necessary or advisable for the administration
of the Plan.  The composition of the committee shall be in

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accordance with the requirements to obtain or retain any available exemption
from the operation of Section 16(b) of the Exchange Act, pursuant to Rule 16b-3
promulgated thereunder.

     14.  Designation of Beneficiary.
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          (a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to the end of the
Offering Period but prior to delivery to him or her of such shares and cash.  In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death prior to the Exercise Date of the Offering Period.
If a participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.

          (b) Such designation of beneficiary may be changed by the participant
(and his or her spouse, if any) at any time by appropriate written notice.  In
the event of the death of a participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such
participant's death, the Company shall deliver such shares and/or cash to the
executor or administrator of the estate of the participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the participant, or if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.

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

     16.  Use of Funds.   All Contributions received or held by the Company
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under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such Contributions.

     17.  Reports.   Individual accounts will be maintained for each participant
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in the Plan.  Statements of account will be given to participating Employees
promptly following the relevant Exercise Date, which statements will set forth
the amounts of Contributions, the per share purchase price, the number of shares
purchased and the remaining cash balance, if any.

     18.  Adjustments Upon Changes in Capitalization.   Subject to any required
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action by the stockholders of the Company, the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but have not yet been placed under option (collectively, the
"Reserves"), as well as the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common

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Stock, or any other increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issue 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.

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

     The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event that the
Company effects one ore more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding Common
Stock, and in the event of the Company being consolidated with or merged into
any other corporation.

     19.  Amendment or Termination.   The Board of Directors of the Company may
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at any time terminate or amend the Plan.  Except as provided in paragraph 18, no
such termination may affect options previously granted, nor may an amendment
make any change in any option theretofore granted which adversely affects the
right of any participant.  In addition, to the extent necessary to comply with
Rule 16b-3 under the Exchange Act, or under Section 423 of the Code

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(or any successor rule or provision or any applicable law or regulation), the
Company shall obtain stockholder approval in such a manner and to such a degree
as so required.

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

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

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

     22.  Term of Plan.  The Plan became effective July 1, 1997, and shall
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continue in effect for a term of twenty (20) years, unless sooner terminated
under paragraph 19.

     23.  Additional Restrictions of rule 16b-3.   The terms and conditions of
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options granted hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3.  This Plan shall be deemed to contain, and such options shall
contain, and the shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.

     24.  Severability.   With respect to persons subject to Section 16 of the
          ------------
Exchange Act, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Exchange Act.
To the extent any provision of the Plan or any action by the administrator of
the Plan fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the administrator of the Plan.

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