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                                                                    EXHIBIT 10.4


                             MILLITECH CORPORATION


                                1996 STOCK PLAN
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     1.  Purpose.  This 1996 Stock Plan is designed to enable MILLITECH
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CORPORATION and its Affiliates to attract and retain capable key employees,
officers, directors and consultants and to motivate such persons to exert their
best efforts on behalf of the Company by providing them with compensation in the
manner provided in this Plan.

     2.  Definitions.
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     "Act" means the Securities Exchange Act of 1934, as amended.

     "Award" means Common Stock awarded under this Plan.

     "Affiliate" means any parent corporation or subsidiary corporation of the
Company as defined in Section 424 of the Code.

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

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee" means the committee established to administer this Plan as
provided in Section 3 or, if no such committee is established, the Board.

     "Common Stock" means shares of common stock of the Company and such
substitutions therefor as are determined by the Committee pursuant to Section 11
to be appropriate.

     "Company" means Millitech Corporation, a Massachusetts corporation.

     "Date of Grant" means the date on which the Committee authorizes the grant
of a Stock Right, or such later date as may be specified by the Committee at the
time of such authorization.

     "Disability" means a disability that entitles the Grantee to disability
income benefits under the terms of any long-term disability plan maintained by
the Company which covers the Grantee, or if no such plan exists or is applicable
to the Grantee, the permanent and total disability of the Grantee within the
meaning of Section 22(e)(3) of the Code.
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     "Disqualifying Disposition" means any disposition (including any sale) by
an Optionee of Common Stock acquired pursuant to the exercise of an ISO before
the later of (a) two years after the Date of Grant of the ISO or (b) one year
after the date the Optionee acquired such Common Stock by exercising the ISO.
The foregoing rules do not apply to dispositions of Common Stock after the death
of an Optionee by his or her legal representative, devisees or heirs.

     "Grantee" means a person to whom a Stock Right has been granted under this
Plan.

     "ISO" means an Option which qualifies as an incentive stock option under
Section 422(b) of the Code.

     "Non-Qualified Option" means an Option which does not qualify as an ISO.

     "Option" means a right to purchase Common Stock granted pursuant to this
Plan.

     "Optionee" means a person to whom an Option has been granted under this
Plan.

     "Plan" means the Millitech Corporation 1996 Stock Plan.


     "Purchase" means the right to make a direct purchase of Common Stock
granted pursuant to this Plan.


     "Stock Appreciation Right" means a right granted under Section 7.

     "Stock Rights" collectively refers to Options, Awards, Purchases and Stock
Appreciation Rights.

     3.  Administration of the Plan.
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     (a) The Board may administer this Plan or may appoint a Committee to
administer this Plan.  Members of the Committee, while members, will be eligible
to participate in this Plan only as provided in Section 3(d).  The Committee
will have the authority to (i) determine the employees and other persons to whom
Stock Rights may be granted; (ii) determine when Options, Awards and Stock
Appreciation Rights may be granted or Purchases made; (iii) determine the
purchase price, if any, of Stock Rights and the shares underlying them; (iv)
determine the other terms and provisions of each Stock Right (which may vary
among Grantees in the Committee's discretion), including but not limited to the
timing, vesting and duration of the exercise period and the nature and duration
of transfer and/or forfeiture restrictions; (v) amend, modify, convert, or
replace any Stock Right to the extent allowed by law, (vi) accelerate a Stock
Right exercise date in whole or in part, subject only to the ISO acceleration
provisions of Section 422(d) of the Code (if applicable); (vii) employ
attorneys, consultants,

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accountants or other persons upon whose advice the Committee may rely; and
(viii) interpret this Plan and prescribe and rescind rules and regulations
relating to it. All actions taken and all interpretations and determinations
made by the Committee in good faith will be final and binding on all parties,
unless otherwise determined by the Board.

     (b) No member of the Board or the Committee will be liable for any action
or determination made in good faith with respect to this Plan or any Stock Right
granted under it.  Each member of the Committee will be indemnified and held
harmless by the Company against any cost or expense (including counsel fees)
reasonably incurred by such member or liability (including any sum paid in
settlement of a claim with the approval of the Company) arising out of any act
or omission to act in connection with this Plan unless arising out of such
member's own fraud or bad faith.  Such indemnification will be in addition to
any rights of indemnification the members of the Committee may have as directors
or otherwise under the by-laws of the Company, or any agreement, vote of
stockholders or disinterested directors, or otherwise.

     (c) The Committee may select one of its members as its chair, and will hold
meetings at its discretion.  A majority of the Committee will constitute a
quorum.  The acts of a majority of the members of the Committee present at any
meeting at which a quorum is present or acts reduced to or approved in writing
by a majority of the members of the Committee will be the valid acts of the
Committee.  From time to time the Board may increase the size of the Committee
and appoint additional members, remove members (with or without cause) and
appoint replacement members, fill vacancies however caused, and remove all
members of the Committee and thereafter directly administer this Plan.

     (d) Stock Rights may be granted to members of the Committee pursuant to
this Plan if such grants have been approved by a majority vote of the
disinterested members of the Board.  If the Company is or becomes registered
under the  Act, the Committee will be qualified as required by Rule 16b-3, as
amended, and other applicable rules under or successors to Section 16(b) of the
Act.

     4.  Stock.   The aggregate number of shares of Common Stock which may be
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issued under this Plan is Six Hundred Thousand (600,000), subject to adjustment
as provided in Section 11.  The Committee may grant Options and Stock
Appreciation Rights and may authorize Purchases and Awards with respect to such
shares in such combinations and for such amount of shares as it determines are
appropriate, provided that the aggregate number of shares issuable upon exercise
of such Options, Purchases and Stock Appreciation Rights and upon grant of such
Awards does not exceed such number, as adjusted.  Stock subject to Stock Rights
may be authorized but unissued shares of Common Stock or Common Stock held in
the treasury of the Company.  If any Option expires or terminates for any reason
without having been exercised in full or ceases for any reason to be exercisable
in whole or in part, or if the Company reacquires any unvested shares issued
pursuant to Stock Rights, then the unpurchased shares subject to such Option and
any unvested shares so reacquired by the Company will again be available for
grants of Stock Rights.

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     5.  Granting of Stock Rights.   The Committee is authorized to grant Stock
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Rights to such employees, consultants and officers and directors (whether or not
an employee) of the Company or its Affiliates at such time or times as it may
determine, all in the sole exercise of its discretion.  Each Stock Right will be
evidenced by a written agreement in such form as the Committee may from time to
time approve.  Each agreement for an ISO will require the Optionee to notify the
Company in writing immediately after the Optionee makes a Disqualifying
Disposition of any Common Stock acquired pursuant to the exercise of the ISO.
The Committee may from time to time confer authority on one or more of its own
members and/or one or more officers of the Company to execute and deliver such
agreements.  The officers of the Company are authorized and directed to take any
and all action necessary or advisable from time to time to carry out the terms
of each agreement entered into pursuant to this Plan.

     6.  Option Price and Term; ISO Limitations.
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     (a) The exercise price for each ISO share will be at least equal to the
fair market value per share on the Date of Grant.  However, if the Optionee owns
more than ten percent of the total combined voting power of all classes of stock
of the Company or an Affiliate, the exercise price must be at least one hundred
ten percent (110%) of the fair market value per share on the Date of Grant,
determined without regard to any restriction other than a restriction which, by
its terms, will never lapse. The Committee may determine the exercise price of
Non-Qualified Options in its sole discretion.

     (b) Each Option will expire on the date specified by the Committee.
However, any ISOs granted to an employee owning more than ten percent of the
total combined voting power of all classes of stock of the Company or an
Affiliate must expire not more than five years from the Date of Grant and all
other ISOs must expire not more than ten years from the Date of Grant.

     (c) ISOs may be granted only to employees of the Company or an Affiliate.
Non-Qualified Options may be granted to any director or officer (whether or not
an employee), employee or consultant of the Company or an Affiliate.

     (d) To the extent that the aggregate fair market value (determined as of
the Date of Grant) of Common Stock with respect to which ISOs (determined
without regard to this paragraph) are exercisable for the first time by any
Optionee during any calendar year under all plans of the Company and its
Affiliates exceeds $100,000, such ISOs will be treated as Non-Qualified Options.

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     (e) The fair market value of a share of Common Stock on the Date of Grant
will be the mean between the highest and lowest quoted selling prices on such
date on the securities market where the Common Stock of the Company is traded,
or if there were no sales on the Date of Grant, on the next preceding date
within a reasonable period (as determined in the sole discretion of the
Committee) on which there were sales.  In the event that there were no sales in
such a market within a reasonable period or if the Common Stock is not publicly
traded on the Date of Grant, the fair market value will be as determined in good
faith by the Committee in its sole discretion after taking into consideration
all factors which it deems appropriate including, without limitation, recent
sale and offer prices of the Common Stock in private transactions negotiated at
arm's length.

     7.  Stock Appreciation Rights.
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     (a) The Committee will have the authority to grant Stock Appreciation
Rights with or apart from the grant of Options under this Plan.  Stock
Appreciation Rights may be paid in cash or shares of Common Stock, or any
combination of each, as the Committee may determine and will be subject to such
terms and conditions as the Committee may specify.

     (b) Each Stock Appreciation Right granted with a specified Option will
entitle the Grantee to receive the following amount if and when the specified
Option becomes exercisable: unless the Committee determines otherwise, the
amount to be received by the Grantee will equal the difference between (i) the
fair market value of a share of Common Stock on the date of exercise of the
Right and (ii) the exercise price of a share under the specified Option.

     (c) Each Stock Appreciation Right granted without reference to a specified
Option will entitle the Grantee to receive, unless the Committee determines
otherwise, the difference between (i) the fair market value of a share of Common
Stock on the date of exercise of the Right and (ii) the fair market value of a
share of Common Stock on the date the Right was granted.

     (d) Notwithstanding the foregoing, for those Grantees subject to Section
16(b) of the Act, any transaction involving the exercise of a Stock Appreciation
Right will be structured to satisfy the requirements of Rule 16b-3.

     8.  Means of Exercising Stock Rights.  A Stock Right (or any part thereof)
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will be exercised by giving written notice to the Company at its principal
office address identifying the Stock Right being exercised, specifying the
portion of the Stock Right being exercised (including the number of shares, if
any, for which Stock Right is being exercised), and accompanied by full payment
of the purchase price (if any) either (a) in United States cash or cash
equivalent or, at the discretion of the Committee, (b) in shares of Common Stock
having a fair market value on the date of exercise equal to the exercise price
of the Stock Right, (c) by delivery of the Grantee's promissory note, (d) by
written notice to the Company to withhold from those shares of Common Stock that
would otherwise be obtained on the exercise of such Stock Right the number of

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shares having a fair market value on the date of exercise equal to the exercise
price, or (e) by any combination of the foregoing.  The holder of a Stock Right
will not have the rights of a shareholder with respect to any shares covered by
the Stock Right until the date of issuance of a stock certificate for such
shares.  Except as otherwise determined by the Committee, no adjustment will be
made for dividends or similar rights for which the record date is before the
date such stock certificate is issued.

     9.  Termination of Employment; Limitations on Exercise.
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     (a) If a Grantee's employment with or service to the Company terminates
other than by reason of death or Disability, (i) no further vesting of the
Grantee's Options and Stock Appreciation Rights will occur subsequent to the
date of termination, (ii) the Grantee's ISOs will terminate 90 days after the
date of termination, or on their specified expiration dates, if earlier, (iii)
the Grantee's Non-Qualified Stock Options and Stock Appreciation Rights will
terminate one (1) year after the date of termination, or on their specified
expiration dates, if earlier, and (iv) all other types of Stock Rights will be
forfeited except to the extent otherwise provided by the Committee.   Nothing in
this Plan will be deemed to give any Grantee the right to continued employment
with the Company.

     (b) If a Grantee's employment or other service to the Company is terminated
due to the Grantee's death or Disability, any Options or Stock Appreciation
Rights granted under this Plan to such Grantee may be exercised, up to that
portion of the Option or Stock Appreciation Right which the Grantee could have
exercised on the date of death or Disability, by the Grantee, or in the case of
death, the Grantee's estate, personal representative or any beneficiary who has
acquired the Options or Stock Appreciation Rights by will or by the laws of
descent and distribution, at any time prior to the earlier of the specified
expiration date of the Option or Stock Appreciation Right or one year after the
Grantee's death or Disability.  The Grantee's rights with respect to any other
type of Stock Rights held by the Grantee at the time of death or Disability will
be subject to such terms as the Committee shall determine.

     10.  Assignability.  No Stock Right will be assignable or transferable by a
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Grantee, either voluntarily or by operation of law, except by will or by the
laws of descent and distribution.  During the lifetime of the Grantee no Stock
Right will be exercisable by or payable to anyone other than the Grantee or his
legal representative.

     11.  Adjustments.  Notwithstanding any other provision of this Plan, the
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Committee may at any time make or provide for such adjustments to this Plan, to
the number and class of shares available under this Plan or to any outstanding
Stock Rights, as it deems appropriate to prevent dilution or enlargement of
rights, including adjustments in the event of distributions to holders of Common
Stock of other than a normal cash dividend, and changes in the outstanding
Common Stock by reason of stock dividends, split-ups, recapitalizations,
mergers, consolidations, combinations or exchanges of shares, separations,
reorganizations, liquidations and the like.  In the

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event of any general offer to holders of Common Stock relating to the
acquisition of their shares, the Committee may make such adjustment as it deems
equitable in respect of outstanding Stock Rights including, in the Committee's
discretion, revision of outstanding Stock Rights, so that they may be
exercisable for the consideration payable in the acquisition transaction. Any
such determination by the Committee will be conclusive.

     12.  Amendment of Plan.  The Board may terminate or amend this Plan in any
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manner allowed by law at any time, provided that no amendment to this Plan will
be effective without approval of the stockholders of the Company if stockholder
approval of the amendment is then acquired under Rule 16b-3 of the Act, Sections
162(m) or 422 of the Code, the rules of any stock exchange or other applicable
federal or state law.  In no event may action of the Board or stockholders alter
or impair the rights of a Grantee, without the Grantee's consent, under any
Stock Right previously granted to such Grantee.  Stock Rights may be granted
prior to the date of stockholder approval of this Plan.

     13.  Application Of Funds.  All proceeds received by the Company with
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respect to Stock Rights will be used for general corporate purposes.

     14.  Governmental Regulation.  The Company's obligation to sell and deliver
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shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares and the availability of a federal and appropriate state
securities law exemptions.

     15.  Withholding of Additional Income Taxes.  It will be a condition of the
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Company's obligation to issue Common Stock upon exercise of a Stock Right that
the person exercising the Stock Right pay, or make provision satisfactory to the
Company for the payment of, any taxes which the Company is obligated to collect
with respect to the issue of Common Stock upon such exercise.

     16.  Governing Law.  This Plan and any agreements entered into under this
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Plan will be governed and construed in accordance with the laws of the
Commonwealth of Massachusetts.

     17.  Effective Date.  This Plan is effective as of  ____________________,
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1996, the date of its adoption by the Company's Board of Directors and its
approval by the Company's stockholders.  Unless previously terminated, the Plan
will terminate at midnight on ________________________, 2006 and no Stock
Right may be granted after such date.

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