Exhibit 4.1








	






THE In-System Design,
Inc.
1997 STOCK OPTION PLAN





     The
purpose of this Plan is to encourage and enable employees of In-System Design,
Inc., (the “Company”) and of any subsidiary corporation of which 50%
or more of the outstanding voting stock is owned by the Company (the
“Subsidiary”) to acquire an interest in the Company through the
granting of stock options, as herein provided (the “Options”). By
encouraging such individuals to acquire or increase their ownership of its
stock, the Company seeks to attract and retain the services of persons of
exceptional competence and to furnish an added incentive for them to increase
their efforts on behalf of the Company. The Options that may be granted
hereunder include both incentive stock options (“Incentive Stock
Options”) as provided under the Internal Revenue Code of 1986, as amended
(the “Code”), and Options that are not qualified under the Code
(“Non-Qualified Options”). 











	1. 		Shares
of Stock Subject to the Plan 






	


     The
stock that may be issued and sold pursuant to Options granted under the Plan
shall not exceed, in the aggregate, **** shares of the common stock, Ten Cents
($0.10) par value, of the Company (the “Common Stock”), which may be
(i) either authorized but unissued shares or treasury shares or
(ii) shares previously reserved for issue upon exercise of Options under
the Plan, which Options have expired or been terminated provided, however, that
the number of shares subject to the Plan shall be subject to adjustment as
provided in Section 8. 










	2. 		Eligibility 






	


     Incentive
Stock Options may be granted to persons who are employees of the Company or a
Subsidiary and eligible to receive an Incentive Stock Option under the Code. In
addition, Non-Qualified Options may be granted under the Plan to non-employee
directors of the Company, to consultants to the Company and to such other
persons as the Board may select from time to time. 










	3. 		Administration 






	


     The
Board of Directors of the Company (the “Board”) acting by a majority
of its members, shall determine the employees and other persons to be granted
Options (“Optionees”) and, in each case, the number of Options, the
number of shares subject to each Option, the vesting schedule for each Option
and the form of each Option. The Board shall also determine, interpret and
construe any provision of the Plan and any Option and shall effect the grant of
Options under the Plan. The Board may appoint from its members a committee of
two or more persons who may exercise the powers of the Board in granting Options
and taking any other action under the Plan. Any of the foregoing actions taken
by the Board or the committee appointed by the Board shall be final and
conclusive and shall be binding on each Optionee. 
















	











	4. 		Price 






	


     The
purchase price of shares that may be purchased under each Incentive Stock Option
shall be at least equal to the fair market value (determined as of the date of
grant of the Option) per share or, in the case of a stockholder owning more than
ten percent of the total combined voting power of all classes of stock of the
Company, as determined under the Code (a “greater-than ten percent
stockholder”), 110% of such fair market value. 










	5. 		Nature
of Option and Certain Limitations on Amount of Grant 






	


     The
aggregate fair market value (determined as of the date of grant of the Option)
of the shares of Common Stock as to which any Incentive Stock Option granted
under the Plan shall first become exercisable (i.e., shall “vest”) in
any calendar year shall not exceed $100,000. To the extent that the shares of
Common Stock as to which any Option granted under the Plan shall vest in any
calendar year shall have a fair market value (determined as of the date of the
grant of the Option) in excess of $100,000, or to the extent that the Board
shall so specify upon the grant of any Option under the Plan, such Option shall
be a Non-Qualified Option with respect to such excess or specified shares of
Common Stock. 










	6. 		Period
of Option and Certain Limitations on Right to Exercise 






	


     Each
Option shall be exercisable at such time or times as the Board shall from time
to time determine but, with respect to an Incentive Stock Option, in no event
after the expiration of ten years (five years in the case of a greater-than ten
percent stockholder) from the date such Option is granted. The delivery of
certificates representing shares under any Option will be contingent upon
receipt by the Company from the Optionee (or a purchaser acting in his stead in
accordance with the provisions of the Option) of the full purchase price for
such shares and the fulfillment of any other requirements contained in the
Option or applicable provisions of law. No Optionee or person entitled to
exercise the Option shall be, or shall be deemed to be, a holder of any shares
subject to the Option for any purpose unless and until certificates for such
shares are issued to such Optionee under the terms of the Plan. 










	7. 		Non-transferability
of Option 






	


     Options
granted under the Plan shall not be transferable by the Optionee, other than by
will or the laws of descent and distribution, and are exercisable during the
Optionee’s lifetime only by the Optionee. 










	8. 		Dilution
or Other Adjustments 






	


     If
the Company effects a subdivision or consolidation of shares or other capital
readjustment, the payment of a stock dividend, or other increase or reduction of
the number of shares of the Common Stock outstanding, without receiving
compensation therefor in money, services or property, then (i) the number,
class, and per share price of shares of stock subject to outstanding Options
hereunder shall be appropriately adjusted in such a manner as to entitle an
Optionee to receive upon exercise of an Option, for the same aggregate cash
consideration, the same total number and class of shares the optionee would have
received as a result of the event requiring the adjustment had the Optionee
exercised the Option in full immediately prior to such event; and (ii) the
number and class of shares then reserved for issuance under the Plan shall be
adjusted by substituting for the total number of shares of Common Stock then
reserved that number and class of shares of stock that would have been received
by the owner of an equal number of outstanding shares of Common Stock as the
result of the event requiring the adjustment. 




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	9. 		Tax
Withholding 






	


     Each
Optionee shall, no later than the date as of which the value of an Option or of
any Common Stock or other amount received thereunder first becomes includable in
the gross income of the participant for Federal income tax purposes, pay to the
Company, or make arrangements satisfactory to the Board regarding payment of,
any Federal, State, or local taxes of any kind required by law to be withheld
with respect to such income. The Company shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise
due to the Optionee. An Optionee may elect to have such tax withholding
obligation satisfied, in whole or in part, by (i) authorizing the Company
to withhold from shares of Common Stock to be issued pursuant to any Option a
number of shares with an aggregate fair market value that would satisfy the
withholding amount due, or (ii) transferring to the Company shares of
Common Stock owned by the Optionee with an aggregate fair market value that
would satisfy the withholding amount due. 










	10. 		Written
Agreement 






	


     Each
Option granted hereunder shall be embodied in a written Option agreement, which
shall be subject to the terms and conditions prescribed above and shall be
signed by the President or any Vice President of the Company for and in the name
of and on behalf of the Company. Such an Option agreement may contain such other
provisions as the Board in its discretion shall deem advisable. 










	11. 		Amendment
of the Plan 






	


     The
Board may modify, amend or revise this Plan at any tune and from time to time.
Such action shall be binding on all Options theretofore granted hereunder,
except as otherwise provided in the written agreement with respect to a
particular Option. 










	12. 		Expiration
and Termination of the Plan 






	


     Options
may be granted under the Plan at any time, or from time to time, prior to
___________. The Plan may be abandoned or terminated at any time by the Board,
except with respect to any Options then outstanding under the Plan. 



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