Exhibit 4.2










	






IN-SYSTEM
DESIGN, INC.



1999 STOCK
OPTION/STOCK ISSUANCE PLAN



ARTICLE ONE



GENERAL
PROVISIONS










	 	 	I.   	 	PURPOSE
OF THE PLAN  







	 	     This
1999 Stock Option/Stock Issuance Plan is intended to promote the interests of In-System
Design, Inc., an Idaho corporation, by providing eligible persons in the Corporation’s
employ or service with the opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for them to
continue in such employ or service.  






	 	     Capitalized
terms shall have the meanings assigned to such terms in the attached Appendix.  






	 	 	II.   	 	STRUCTURE
OF THE PLAN  






	 	     A.
The Plan shall be divided into two (2) separate equity programs: 






	 	     (i)
the Option Grant Program under which eligible persons may, at the discretion of the Plan
Administrator, be granted options to purchase shares of Common Stock, and  






	 	     (ii)
the Stock Issuance Program under which eligible persons may, at the discretion of the
Plan Administrator, be issued shares of Common Stock directly, either through the
immediate purchase of such shares or as a bonus for services rendered the Corporation (or
any Parent or Subsidiary).  






	 	     B.
The provisions of Articles One and Four shall apply to both equity programs under the
Plan and shall accordingly govern the interests of all persons under the Plan. 






	 	 	III.   	 	ADMINISTRATION
OF THE PLAN  






	 	     A.
The Plan shall be administered by the Board. However, any or all administrative functions
otherwise exercisable by the Board may be delegated to the Committee. Members of the
Committee shall serve for such period of time as the Board may determine and may be
removed by the Board at any time. The Board may also at any time terminate the functions
of the Committee and reassume all powers and authority previously delegated to the
Committee.  












	










	 	     B.
The Plan Administrator shall have full power and authority to establish such rules and
regulations as it may deem appropriate for proper administration of the Plan and to make
such determinations under, and issue such interpretations of, the Plan and any
outstanding options or stock issuances thereunder as it may deem necessary or advisable.
Decisions of the Plan Administrator shall be final and binding on all parties who have an
interest in the Plan or any option or stock issuance thereunder.  






	 	 	IV.   	 	ELIGIBILITY  






	 	     A.
The persons eligible to participate in the Plan are as follows: 






	 	     (i)
Employees, 






	 	     (ii)
non-employee members of the Board or the board of directors of any Parent or Subsidiary,
and 






	 	     (iii)
consultants and other independent advisors who provide services to the Corporation (or
any Parent or Subsidiary).  






	 	     B.
The Plan Administrator shall have full authority to determine, (i) with respect to
the option grants made under the Option Grant Program, which eligible persons are to
receive option grants, the time or times when such option grants are to be made, the
number of shares to be covered by each such grant, the status of the granted option as
either an Incentive Option or a Non-Statutory Option, the time or times at which each
option is to become exercisable, the vesting schedule (if any) applicable to the option
shares and the maximum term for which the option is to remain outstanding and (ii) with
respect to stock issuances made under the Stock Issuance Program, which eligible persons
are to receive stock issuances, the time or times when such issuances are to be made, the
number of shares to be issued to each Participant, the vesting schedule (if any)
applicable to the issued shares and the consideration to be paid for such shares.  






	 	     C.
The Plan Administrator shall have the absolute discretion either to grant options in
accordance with the Option Grant Program or to effect stock issuances in accordance with
the Stock Issuance Program.  






	 	 	V.   	 	STOCK
SUBJECT TO THE PLAN  






	 	     A.
The stock issuable under the Plan shall be shares of authorized but unissued or
reacquired Common Stock. The maximum number of shares of Common Stock which may be issued
over the term of the Plan shall not exceed one hundred thousand (100,000) shares.  






	 	     B.
Shares of Common Stock subject to outstanding options shall be available for subsequent
issuance under the Plan to the extent (i) the options expire or terminate for any
reason prior to exercise in full or (ii) the options are cancelled in accordance
with the cancellation-regrant provisions of Article Two. Unvested shares issued
under the Plan, and subsequently repurchased by the Corporation, at the original issue
price paid per share, pursuant to the Corporation’s repurchase rights under the
Plan, shall be added back to the number of shares of Common Stock reserved for issuance
under the Plan and shall accordingly be available for reissuance through one or more
subsequent option grants or direct stock issuances under the Plan.  







	


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	 	     C.
Should any change be made to the Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation’s receipt
of consideration, appropriate adjustments shall be made to (i) the maximum number
and/or class of securities issuable under the Plan and (ii) the number and/or class
of securities and the exercise price per share in effect under each outstanding option in
order to prevent the dilution or enlargement of rights and benefits thereunder. The
adjustments determined by the Plan Administrator shall be final, binding and conclusive.
In no event shall any such adjustments be made in connection with the conversion of one
or more outstanding shares of the Corporation’s preferred stock into shares of
Common Stock.  






	


ARTICLE TWO 



OPTION GRANT
PROGRAM 










	 	 	I.   	 	OPTION
TERMS  






	 	     Each
option shall be evidenced by one or more documents in the form approved by the Plan
Administrator; provided, however, that each such document shall comply with the terms
specified below. Each document evidencing an Incentive Option shall, in addition, be
subject to the provisions of the Plan applicable to such options.  






	 	     A.
Exercise Price.   






	 	     1.
The exercise price per share shall be fixed by the Plan Administrator and may be less
than, equal to or greater than the Fair Market Value per share of Common Stock on the
option grant date.  






	 	     2.
The exercise price shall become immediately due upon exercise of the option and shall,
subject to the provisions of Section I of Article Four and the documents
evidencing the option, be payable in cash or check made payable to the Corporation.
Should the Common Stock be registered under Section 12 of the 1934 Act at the time
the option is exercised, then the exercise price may also be paid as follows:  






	 	     (i)
in shares of Common Stock held for the requisite period necessary to avoid a charge to
the Corporation’s earnings for financial reporting purposes and valued at Fair
Market Value on the Exercise Date, or  






	 	     (ii)
to the extent the option is exercised for vested shares, through a special sale and
remittance procedure pursuant to which the Optionee shall concurrently provide
irrevocable written instructions to (a) a Corporation-designated brokerage firm to
effect the immediate sale of the purchased shares and remit to the Corporation, out of
the sale proceeds available on the settlement date, sufficient funds to cover the
aggregate exercise price payable for the purchased shares plus all applicable Federal,
state and local income and employment taxes required to be withheld by the Corporation by
reason of such exercise and (b) the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in order to complete the sale.  






	


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	 	     Except
to the extent such sale and remittance procedure is utilized, payment of the exercise
price for the purchased shares must be made on the Exercise Date.  






	 	     B. Exercise
and Term of Options. Each option shall be exercisable at such time or
times, during such period and for such number of shares as shall be determined by the
Plan Administrator and set forth in the documents evidencing the option. However, no
option shall have a term in excess of ten (10) years measured from the option grant
date.  






	 	     C.
Effect of Termination of Service.  






	 	     1.
The following provisions shall govern the exercise of any options held by the Optionee at
the time of cessation of Service or death: 






	 	     (i)
Should the Optionee cease to remain in Service for any reason other than death,
Disability or Misconduct, then the Optionee shall have a period of three (3) months
following the date of such cessation of Service during which to exercise each outstanding
option held by such Optionee.  






	 	     (ii)
Should Optionee’s Service terminate by reason of Disability, then the Optionee shall
have a period of twelve (12) months following the date of such cessation of Service
during which to exercise each outstanding option held by such Optionee.  






	 	     (iii)
If the Optionee dies while holding an outstanding option, then the personal
representative of his or her estate or the person or persons to whom the option is
transferred pursuant to the Optionee’s will or the laws of inheritance shall have a
twelve (12)-month period following the date of the Optionee’s death to exercise
such option.  






	 	     (iv)
Under no circumstances, however, shall any such option be exercisable after the specified
expiration of the option term.  






	 	     (v)
During the applicable post-Service exercise period, the option may not be exercised in
the aggregate for more than the number of vested shares for which the option is
exercisable on the date of the Optionee’s cessation of Service plus any additional
Option Shares for which vesting is, pursuant to the terms of the applicable option
agreement, to accelerate at the time of such cessation of Service. Upon the expiration of
the applicable exercise period or (if earlier) upon the expiration of the option term,
the option shall terminate and cease to be outstanding for any vested shares for which
the option has not been exercised. However, the option shall, immediately upon the
Optionee’s cessation of Service, terminate and cease to be outstanding with respect
to any and all option shares for which the option is not otherwise at the time
exercisable or in which the Optionee is not otherwise at that time vested (after taking
into account any vesting acceleration provisions tied to the Optionee’s cessation of
Service).  






	


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	 	     (vi)
Should Optionee’s Service be terminated for Misconduct, then all outstanding options
held by the Optionee shall terminate immediately and cease to remain outstanding.  






	 	     2.
The Plan Administrator shall have the discretion, exercisable either at the time an
option is granted or at any time while the option remains outstanding, to:  






	 	     (i)
extend the period of time for which the option is to remain exercisable following the
Optionee’s cessation of Service from the period otherwise in effect for that option
to such greater period of time as the Plan Administrator shall deem appropriate, but in
no event beyond the expiration of the option term, and/or  






	 	     (ii)
permit the option to be exercised, during the applicable post-Service exercise period,
not only with respect to the number of vested shares of Common Stock for which such
option is exercisable at the time of the Optionee’s cessation of Service but also
with respect to one or more additional installments in which the Optionee would have
vested under the option had the Optionee continued in Service.  






	 	     D.
Shareholder Rights. The holder of an option shall have no shareholder rights with respect
to the shares subject to the option until such person shall have exercised the option,
paid the exercise price and become the recordholder of the purchased shares.  






	 	     E. Repurchase
Rights. The Plan Administrator shall have the discretion to grant options
which are exercisable for unvested shares of Common Stock. Should the Optionee cease
Service while holding such unvested shares, the Corporation shall have the right to
repurchase, at the exercise price paid per share, any or all of those unvested shares.
The terms upon which such repurchase right shall be exercisable (including the period and
procedure for exercise and the appropriate vesting schedule for the purchased shares)
shall be established by the Plan Administrator and set forth in the document evidencing
such repurchase right.  






	 	     F. First
Refusal Rights. Until such time as the Common Stock is first registered
under Section 12 of the 1934 Act, the Corporation shall have the right of first
refusal with respect to any proposed disposition by the Optionee (or any successor in
interest) of any shares of Common Stock issued under the Option Grant Program. Such right
of first refusal shall be exercisable in accordance with the terms established by the
Plan Administrator and set forth in the document evidencing such right.  






	 	     G. Limited
Transferability of Options. During the lifetime of the Optionee, Incentive
Options shall be exercisable only by the Optionee and shall not be assignable or
transferable other than by will or by the laws of descent and distribution following the
Optionee’s death. However, a Non-Statutory Option may, in connection with the
Optionee’s estate plan, be assigned in whole or in part during the Optionee’s
lifetime to one or more members of the Optionee’s immediate family or to a trust
established exclusively for one or more such family members. The assigned portion may
only be exercised by the person or persons who acquire a proprietary interest in the
option pursuant to the assignment. The terms applicable to the assigned portion shall be
the same as those in effect for the option immediately prior to such assignment and shall
be set forth in such documents issued to the assignee as the Plan Administrator may deem
appropriate.  






	


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	 	 	II.   	 	INCENTIVE
OPTIONS  






	 	     The
terms specified below shall be applicable to all Incentive Options. Except as modified by
the provisions of this Section II, all the provisions of Articles One, Two and
Four shall be applicable to Incentive Options. Options which are specifically designated
as Non-Statutory Options when issued under the Plan shall notbe subject to the
terms of this Section II.  






	 	     A.
Eligibility. Incentive Options may only be granted to Employees.  






	 	     B.
Exercise Price. The exercise price per share shall not be less than one hundred percent
(100%) of the Fair Market Value per share of Common Stock on the option grant date.  






	 	     C. Dollar
Limitation. The aggregate Fair Market Value of the shares of Common Stock
(determined as of the respective date or dates of grant) for which one or more options
granted to any Employee under the Plan (or any other option plan of the Corporation or
any Parent or Subsidiary) may for the first time become exercisable as Incentive Options
during any one (1) calendar year shall not exceed the sum of One Hundred Thousand
Dollars ($ 100,000). To the extent the Employee holds two (2) or more such options
which become exercisable for the first time in the same calendar year, the foregoing
limitation on the exercisability of such options as Incentive Options shall be applied on
the basis of the order in which such options are granted.  






	 	     D. 10%
Shareholder. If any Employee to whom an Incentive Option is granted is a
10% Shareholder, then the exercise price per share shall not be less than one hundred ten
percent (110%) of the Fair Market Value per share of Common Stock on the option grant
date and the option term shall not exceed five (5) years measured from the option
grant date.  






	 	 	III.   	 	CORPORATE
TRANSACTION  






	 	     A.
In the event of any Corporate Transaction, each outstanding option shall automatically
accelerate so that each such option shall, immediately prior to the effective date of the
Corporate Transaction, become fully exercisable for all of the shares of Common Stock at
the time subject to such option and may be exercised for any or all of those shares as
fully-vested shares of Common Stock. However, an outstanding option shall not so
accelerate if and to the extent: (i) such option is, in connection with the
Corporate Transaction, either to be assumed by the successor corporation (or parent
thereof) or to be replaced with a comparable option to purchase shares of the capital
stock of the successor corporation (or parent thereof), (ii) such option is to be
replaced with a cash incentive program of the successor corporation which preserves the
spread existing on the unvested option shares at the time of the Corporate Transaction
and provides for subsequent payout in accordance with the same vesting schedule
applicable to such option or (iii) the acceleration of such option is subject to
other limitations imposed by the Plan Administrator at the time of the option grant. The
determination of option comparability under clause (i) above shall be made by
the Plan Administrator, and its determination shall be final, binding and conclusive.  






	


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	 	     B.
All outstanding repurchase rights shall also terminate automatically, and, the shares of
Common Stock subject to those terminated rights shall immediately vest in full, in the
event of any Corporate Transaction, except to the extent: (i) those repurchase
rights are to be assigned to the successor corporation (or parent thereof) in connection
with such Corporate Transaction or (ii) such accelerated vesting is precluded
by other limitations imposed by the Plan Administrator at the time the repurchase right
is issued.  






	 	     C.
Immediately following the consummation of the Corporate Transaction, all outstanding
options shall terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof). 






	 	     D.
Each option which is assumed in connection with a Corporate Transaction shall be
appropriately adjusted, immediately after such Corporate Transaction, to apply to the
number and class of securities which would have been issuable to the Optionee in
consummation of such Corporate Transaction had the option been exercised immediately
prior to such Corporate Transaction. Appropriate adjustments to reflect such Corporate
Transaction shall also be made to (i) the number and class of securities available
for issuance under the Plan following the consummation of such Corporate Transaction and
(ii) the exercise price payable per share under each outstanding option, provided
the aggregate exercise price payable for such securities shall remain the same.  






	 	     E.
The Plan Administrator shall have the discretion, exercisable at the time the option is
granted or at any time while the option remains outstanding, to provide that any options
which are assumed or replaced in the Corporate Transaction and do not otherwise
accelerate at that time shall automatically accelerate (and any of the Corporation’s
outstanding repurchase rights which do not otherwise terminate at the time of the
Corporate Transaction shall automatically terminate and the shares of Common Stock
subject to those terminated rights shall immediately vest in full) in the event the
Optionee’s Service should subsequently terminate by reason of an Involuntary
Termination within eighteen (18) months following the effective date of such
Corporate Transaction. Any options so accelerated shall remain exercisable for
fully-vested shares until the earlier of (i) the expiration of the option term
or (ii) the expiration of the one (1)-year period measured from the effective
date of the Involuntary Termination.  






	 	     F.
The Plan Administrator shall have the discretion, exercisable either at the time the
option is granted or at any time while the option remains outstanding to provide for the
automatic acceleration of one or more outstanding options (and the automatic termination
of one or more outstanding repurchase rights with the immediate vesting of the shares of
Common Stock subject to those rights) upon the occurrence of a Corporate Transaction
whether or not those options are to be assumed or replaced (or those repurchase rights
are to be assigned) in the Corporate Transaction.  






	 	     G.
The portion of any Incentive Option accelerated in connection with an Corporate
Transaction shall remain exercisable as an Incentive Option only to the extent the
applicable One Hundred Thousand Dollar ($100,000) limitation is not exceeded. To the
extent such dollar limitation is exceeded, the accelerated portion of such option shall
be exercisable as a Non-Statutory Option under the Federal tax laws.  







	


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	 	     H.
The grant of options under the Plan shall in no way affect the right of the Corporation
to adjust, reclassify, reorganize or otherwise change its capital or business structure
or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.  






	 	 	IV.   	 	CANCELLATION
AND REGRANT OF OPTIONS  






	 	     The
Plan Administrator shall have the authority to effect, at any time and from time to time,
with the consent of the affected option holders, the cancellation of any or all
outstanding options under the Option Grant Program and to grant in substitution new
options covering the same or different number of shares of Common Stock but with an
exercise price per share based on the Fair Market Value per share of Common Stock on the
new grant date.  






	


ARTICLE THREE 



STOCK
ISSUANCE PROGRAM 










	 	 	I.   	 	STOCK
ISSUANCE TERMS  






	 	     Shares
of Common Stock may be issued under the Stock Issuance Program through direct and
immediate issuances without any intervening option grants. Each such stock issuance shall
be evidenced by a Stock Issuance Agreement which complies with the terms specified below.  






	 	     A.
Purchase Price.  






	 	     1.
The purchase price per share shall be fixed by the Plan Administrator and may be less
than, equal to or greater than the Fair Market Value per share of Common Stock on the
stock issuance date.  






	 	     2.
Subject to the provisions of Section I of Article Four, shares of Common Stock
may be issued under the Stock Issuance Program for one or both of the following items of
consideration which the Plan Administrator may deem appropriate in each individual
instance:  






	 	     (i)
cash or check made payable to the Corporation, or 






	 	     (ii)
past services rendered to the Corporation (or any Parent or Subsidiary). 






	 	     B.
Vesting Provisions.  






	 	     1.
Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of
the Plan Administrator, be fully and immediately vested upon issuance or may vest in one
or more installments over the Participant’s period of Service or upon attainment of
specified performance objectives.  







	


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	 	     2.
Any new, substituted or additional securities or other property (including money paid
other than as a regular cash dividend) which the Participant may have the right to
receive with respect to the Participant’s unvested shares of Common Stock by reason
of any stock dividend, stock split, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without the
Corporation’s receipt of consideration shall be issued subject to (i) the same
vesting requirements applicable to the Participant’s unvested shares of Common Stock
and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate.  






	 	     3.
The Participant shall have full shareholder rights with respect to any shares of Common
Stock issued to the Participant under the Stock Issuance Program, whether or not the
Participant’s interest in those shares is vested. Accordingly, the Participant shall
have the right to vote such shares and to receive any regular cash dividends paid on such
shares.  






	 	     4.
Should the Participant cease to remain in Service while holding one or more unvested
shares of Common Stock issued under the Stock Issuance Program or should the performance
objectives not be attained with respect to one or more such unvested shares of Common
Stock, then those shares shall be immediately surrendered to the Corporation for
cancellation, and the Participant shall have no further shareholder rights with respect
to those shares. To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the Participant’s
purchase-money indebtedness), the Corporation shall repay to the Participant the cash
consideration paid for the surrendered shares and shall cancel the unpaid principal
balance of any outstanding purchase-money note of the Participant attributable to the
surrendered shares.  






	 	     5.
The Plan Administrator may in its discretion waive the surrender and cancellation of one
or more unvested shares of Common Stock (or other assets attributable thereto) which
would otherwise occur upon the cessation of the Participant’s Service or the
non-attainment of the performance objectives applicable to such shares. Such waiver shall
result in the immediate vesting of the Participant’s interest in the shares of
Common Stock as to which the waiver applies. Such waiver may be effected at any time,
whether before or after the Participant’s cessation of Service or the attainment or
non-attainment of the applicable performance objectives.  






	 	     C. First
Refusal Rights. Until such time as the Common Stock is first registered
under Section 12 of the 1934 Act, the Corporation shall have the right of first
refusal with respect to any proposed disposition by the Participant (or any successor in
interest) of any shares of Common Stock issued under the Stock Issuance Program. Such
right of first refusal shall be exercisable in accordance with the terms established by
the Plan Administrator and set forth in the document evidencing such right.  






	 	 	II.   	 	CORPORATE
TRANSACTION  






	 	     A.
All of the outstanding repurchase rights under the Stock Issuance Program shall terminate
automatically, and all the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate Transaction, except
to the extent (i) those repurchase rights are assigned to the successor corporation
(or parent thereof) in connection with such Corporate Transaction or (ii) such
accelerated vesting is precluded by other limitations imposed in the Stock Issuance
Agreement.  






	


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	 	     B.
The Plan Administrator shall have the discretion, exercisable either at the time the
unvested shares are issued or at any time while the Corporation’s repurchase right
remains outstanding, to provide for the automatic termination of one or more outstanding
repurchase rights that are assigned in the Corporate Transaction, and the immediate
vesting of the shares of Common Stock subject to these rights, in the event the
Participant’s Service should subsequently terminate by reason of an Involuntary
Termination within eighteen (18) months following the effective date of such
Corporate Transaction.  






	 	     C.
The Plan Administrator shall have the discretion, exercisable either at the time the
unvested shares are issued or at any time while the Corporation’s repurchase right
remains outstanding, to provide for the automatic termination of one or more outstanding
repurchase rights, and the immediate vesting of the shares of Common Stock subject to
those rights, upon the occurrence of an Corporate Transaction, whether or not those
repurchase rights are assigned in connection with the Corporate Transaction.  






	 	 	III.   	 	SHARE
ESCROW/LEGENDS  






	 	     Unvested
shares may, in the Plan Administrator’s discretion, be held in escrow by the
Corporation until the Participant’s interest in such shares vests or may be issued
directly to the Participant with restrictive legends on the certificates evidencing those
unvested shares.  






	


ARTICLE FOUR 



MISCELLANEOUS 











	 	 	I.   	 	FINANCING  






	 	     A.
The Plan Administrator may permit any Optionee or Participant to pay the option exercise
price or the purchase price for shares issued under the Plan by delivering a promissory
note payable in one or more installments. The terms of any such promissory note
(including the interest rate and the terms of repayment) shall be established by the Plan
Administrator in its sole discretion. Promissory notes may be authorized with or without
security or collateral. In all events, the maximum credit available to the Optionee or
Participant may not exceed the sum of (i) the aggregate option exercise price or
purchase price payable for the purchased shares plus (ii) any Federal, state and
local income and employment tax liability incurred by the Optionee or the Participant in
connection with the option exercise or share purchase.  






	 	     B.
The Plan Administrator may, in its discretion, determine that one or more such promissory
notes shall be subject to forgiveness by the Corporation in whole or in part upon such
terms as the Plan Administrator may deem appropriate.  






	


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	 	 	II.   	 	EFFECTIVE
DATE AND TERM OF THE PLAN  






	 	     A.
The Plan shall become effective when adopted by the Board, but no option granted under
the Plan may be exercised, and no shares shall be issued under the Plan, until the Plan
is approved by the Corporation’s shareholders. If such shareholder approval is not
obtained within twelve (12) months after the date of the Board’s adoption of
the Plan, then all options previously granted under the Plan shall terminate and cease to
be outstanding, and no further options shall be granted and no shares shall be issued
under the Plan. Subject to such limitation, the Plan Administrator may grant options and
issue shares under the Plan at any time after the effective date of the Plan and before
the date fixed herein for termination of the Plan.  






	 	     B.
The Plan shall terminate upon the earliest of (i) the expiration of the ten (10)-year
period measured from the date the Plan is adopted by the Board, (ii) the date on
which all shares available for issuance under the Plan shall have been issued as
fully-vested shares or (iii) the termination of all outstanding options in
connection with an Corporate Transaction. Upon such Plan termination, all options and
unvested stock issuances outstanding under the Plan shall continue to have full force and
effect in accordance with the provisions of the documents evidencing such options or
issuances.  






	 	 	III.   	 	AMENDMENT
OF THE PLAN  






	 	     A.
The Board shall have complete and exclusive power and authority to amend or modify the
Plan in any or all respects. However, no such amendment or modification shall adversely
affect any rights and obligations with respect to options or unvested stock issuances at
the time outstanding under the Plan, unless the Optionee or the Participant consents to
such amendment or modification. In addition, certain amendments may require shareholder
approval pursuant to applicable laws or regulations.  






	 	     B.
Options to purchase shares of Common Stock may be granted under the Plan and shares of
Common Stock may be issued under the Plan that are in each instance in excess of the
number of shares then available for issuance under the Plan, provided any excess shares
actually issued under the Plan are held in escrow until there is obtained shareholder
approval of an amendment sufficiently increasing the number of shares of Common Stock
available for issuance under the Plan. If such shareholder approval is not obtained
within twelve (12) months after the date the first such excess grants or issuances
are made, then (i) any unexercised options granted on the basis of such excess
shares shall terminate and cease to be outstanding and (ii) the Corporation shall
promptly refund to the Optionees and the Participants the exercise or purchase price paid
for any excess shares issued under the Plan and held in escrow, together with interest
(at the applicable Short-Term Federal Rate) for the period the shares were held in
escrow, and such shares shall thereupon be automatically cancelled and cease to be
outstanding.  






	 	 	IV.   	 	USE
OF PROCEEDS  






	 	     Any
cash proceeds received by the Corporation from the sale of shares of Common Stock under
the Plan shall be used for general corporate purposes.  






	


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	 	 	V.   	 	WITHHOLDING  






	 	     The
Corporation’s obligation to deliver shares of Common Stock upon the exercise of any
options or upon the issuance or vesting of such shares issued under the Plan shall be
subject to the satisfaction of all applicable Federal, state and local income and
employment tax withholding requirements.  






	 	 	VI.   	 	REGULATORY
APPROVALS  






	 	     The
implementation of the Plan, the granting of any option under the Plan and the issuance of
any shares of Common Stock (i) upon the exercise of any option or (ii) under
the Stock Issuance Program shall be subject to the Corporation’s procurement of all
approvals and permits required by regulatory authorities having jurisdiction over the
Plan, the options granted under it and the shares of Common Stock issued pursuant to it.  






	 	 	VII.   	 	NO
EMPLOYMENT OR SERVICE RIGHTS  






	 	     Nothing
in the Plan shall confer upon the Optionee or the Participant any right to continue in
Service for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining
such person) or of the Optionee or the Participant, which rights are hereby expressly
reserved by each, to terminate such person’s Service at any time for any reason,
with or without cause.  






	


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APPENDIX 



     The
following definitions shall be in effect under the Plan:  



     A.
Board shall mean the Corporation’s Board of Directors.   



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



     C.
Committee shall mean a committee of one (1) or more Board members appointed by the Board
to exercise one or more administrative functions under the Plan.   



     D.
Common Stock shall mean the Corporation’s Class B Non-Voting Common Stock, par value
$0.001 per share.   



     E.
Corporate Transaction shall mean either of the following shareholder-approved
transactions to which the Corporation is a party:   











	 	     (i)
a merger or consolidation in which securities possessing more than fifty percent (50%) of
the total combined voting power of the Corporation’s outstanding securities are
transferred to a person or persons different from the persons holding those securities
immediately prior to such transaction, or  






	 	     (ii)
the sale, transfer or other disposition of all or substantially all of the Corporation’s
assets in complete liquidation or dissolution of the Corporation. 






	


     F.
Corporation shall mean In-System Design, Inc., an Idaho corporation, and any corporate
successor to all or substantially all of the assets or voting stock of In-System Design,
Inc., which shall by appropriate action adopt the Plan.   



     G.
Employee shall mean an individual who is in the employ of the Corporation (or any Parent
or Subsidiary), subject to the control and direction of the employer entity as to both
the work to be performed and the manner and method of performance.   



     H.
Exercise Date shall mean the date on which the Corporation shall have received written
notice of the option exercise.   



     I.
Fair Market Value per share of Common Stock on any relevant date shall be determined in
accordance with the following provisions:   











	 	     (i)
If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair
Market Value shall be the closing selling price per share of Common Stock on the date in
question, as such price is reported by the National Association of Securities Dealers on
the Nasdaq National Market. If there is no closing selling price for the Common Stock on
the date in question, then the Fair Market Value shall be the closing selling price on
the last preceding date for which such quotation exists.  






	


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	 	     (ii)
If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market
Value shall be the closing selling price per share of Common Stock on the date in
question on the Stock Exchange determined by the Plan Administrator to be the primary
market for the Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing selling price on
the last preceding date for which such quotation exists.  






	 	     (iii)
If the Common Stock is at the time neither listed on any Stock Exchange nor traded on the
Nasdaq National Market, then the Fair Market Value shall be determined by the Plan
Administrator after taking into account such factors as the Plan Administrator shall deem
appropriate.  






	


     J.
Incentive Option shall mean an option which satisfies the requirements of Code Section
422.   



     K.
Involuntary Termination shall mean the termination of the Service of any individual which
occurs by reason of:   










	 	     (i)
such individual’s involuntary dismissal or discharge by the Corporation for reasons other
than Misconduct, or 






	 	     (ii)
Optionee’s voluntary resignation following (A) a change in Optionee’s
position with the Corporation (or Parent or Subsidiary employing Optionee) which
materially reduces Optionee’s duties and responsibilities or the level of management
to which Optionee reports, (B) a reduction in Optionee’s level of compensation
(including base salary, fringe benefits and target bonus under any corporate
performance-based bonus or incentive programs) by more than fifteen percent (15%) or (C) a
relocation of Optionee’s place of employment by more than fifty (50) miles,
provided and only if such change, reduction or relocation is effected by the Corporation
without Optionee’s consent.  






	


     L. Misconduct shall
mean the commission of any act of fraud, embezzlement or dishonesty by the Optionee
or Participant, any unauthorized use or disclosure by such person of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary), material
dereliction of Optionee’s duties continuing for fifteen (15) days after notice
thereof, or any other intentional misconduct by such person adversely affecting the
business or affairs of the Corporation (or any Parent or Subsidiary) in a material
manner. The foregoing definition shall not be deemed to be inclusive of all the acts or
omissions which the Corporation (or any Parent or Subsidiary) may consider as grounds for
the dismissal or discharge of any Optionee, Participant or other person in the Service of
the Corporation (or any Parent or Subsidiary).   



     M.
1934 Act shall mean the Securities Exchange Act of 1934, as amended.   



     N.
Non-Statutory Option shall mean an option not intended to satisfy the requirements of
Code Section 422.   




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     O.
Option Grant Program shall mean the option grant program in effect under the Plan.   



     P.
Optionee shall mean any person to whom an option is granted under the Option Grant
Program.   



     Q. Parent shall
mean any corporation (other than the Corporation) in an unbroken chain of corporations
ending with the Corporation, provided each corporation in the unbroken chain (other than
the Corporation) owns, at the time of the determination, stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.   



     R.
Participant shall mean any person who is issued shares of Common Stock under the Stock
Issuance Program.   



     S. Permanent
Disability shall mean the inability of the Optionee or the Participant to
engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment expected to result in death or to be of continuous duration
of twelve (12) months or more.   



     T.
Plan shall mean the Corporation’s 1999 Stock Option/Stock Issuance Plan, as set forth in
this document.   



     U.
Plan Administrator shall mean either the Board or the Committee, to the extent the
Committee is at the time responsible for the administration of the Plan.   



     V. Service shall
mean the provision of services to the Corporation (or any Parent or Subsidiary) by a
person in the capacity of an Employee, a non-employee member of the board of directors or
a consultant or independent advisor, except to the extent otherwise specifically provided
in the documents evidencing the option grant or stock issuance.   



     W.
Stock Exchange shall mean either the American Stock Exchange or the New York Stock
Exchange.   



     X.
Stock Issuance Agreement shall mean the agreement entered into by the Corporation and the
Participant at the time of issuance of shares of Common Stock under the Stock Issuance
Program.   



     Y.
Stock Issuance Program shall mean the stock issuance program in effect under the Plan.   



     Z. Subsidiary shall
mean any corporation (other than the Corporation) in an unbroken chain of corporations
beginning with the Corporation, provided each corporation (other than the last
corporation) in the unbroken chain owns, at the time of the determination, stock
possessing fifty percent (50%) or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.   




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     AA.
10% Shareholder shall mean the owner of stock (as determined under Code Section 424(d))
possessing more than ten percent (10%) of the total combined voting power of all classes
of stock of the Corporation (or any Parent or Subsidiary).   




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