EXHIBIT 10.1

HINT CORPORATION

2000 STOCK PLAN

 

Purposes of the Plan
.  The purposesof this Stock Plan are to attract and retain the best available personnel forpositions of substantial responsibility, to provide additional incentive toEmployees, Directors and Consultants and to promote the success of the Company'sbusiness.  Options granted under the Plan may be Incentive Stock Options orNonstatutory Stock Options, as determined by the Administrator at the time ofgrant.  Stock Purchase Rights may also be granted under the Plan.

Definitions
.  As used herein, the followingdefinitions shall apply:

"
Administrator
" means the Board or anyof its Committees as shall be administering the Plan in accordance with Section4 hereof.

"
Applicable Laws
" means the requirementsrelating to the administration of stock option plans under U.S. state corporatelaws, U.S. federal and state securities laws, the Code, any stock exchange orquotation system on which the Common Stock is listed or quoted and theapplicable laws of any other country or jurisdiction where Options or StockPurchase Rights are granted under the Plan.

"
Board
" means the Board of Directors ofthe Company.

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

"
Committee
"  means a committee ofDirectors appointed by the Board in accordance with Section 4hereof.

"
Common Stock
" means the Common Stock ofthe Company.

"
Company
" means HiNT Corporation, aCalifornia corporation.

"
Consultant
" means any person who isengaged by the Company or any Parent or Subsidiary to render consulting oradvisory services to such entity.

"
Director
" means a member of the Boardof Directors of the Company.

"
Disability
" means total and permanentdisability as defined in Section 22(e)(3) of the Code.

"
Employee
" means any person, includingOfficers and Directors, employed by the Company or any Parent or Subsidiary ofthe Company.  A Service Provider shall not cease to be an Employee in the caseof (i) any leave of absence approved by the Company or (ii) transfersbetween locations of the Company or between the Company, its Parent, anySubsidiary, or any successor.  For purposes of Incentive Stock Options, no suchleave may exceed ninety days, unless reemployment upon expiration of such leaveis guaranteed by statute or contract.  If reemployment upon expiration of aleave of absence approved by the Company is not so guaranteed, on the 181st dayof such leave any Incentive Stock Option held by the Optionee shall cease to betreated as an Incentive Stock Option and shall be treated for tax purposes as aNonstatutory Stock Option.  Neither service as a Director nor payment of adirector's fee by the Company shall be sufficient to constitute"employment" by the Company.

"
Exchange Act
" means the SecuritiesExchange Act of 1934, as amended.

"
Fair Market Value
" means, as of anydate, the value of Common Stock determined as follows:

If the Common Stock is listed on any established stockexchange or a national market system, including without limitation the NasdaqNational Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, itsFair Market Value shall be the closing sales price for such stock (or theclosing bid, if no sales were reported) as quoted on such exchange or system forthe last market trading day prior to the time of determination, as reported in
The Wall Street Journal
 or such other source as the Administrator deemsreliable;

    If the Common Stock is regularly quoted by arecognized securities dealer but selling prices are not reported, its FairMarket Value shall be the mean between the high bid and low asked prices for theCommon Stock on the last market trading day prior to the day of determination;or

   In the absence of an established market for the CommonStock, the Fair Market Value thereof shall be determined in good faith by theAdministrator.

"
Incentive Stock Option
" means an Optionintended to qualify as an incentive stock option within the meaning ofSection 422 of the Code.

"
Nonstatutory Stock Option
" means anOption not intended to qualify as an Incentive Stock Option.

  "
Officer
" means a person who is anofficer of the Company within the meaning of Section 16 of the Exchange Act andthe rules and regulations promulgated thereunder.

"
Option
" means a stock option grantedpursuant to the Plan.

"
Option Agreement
" means a written orelectronic agreement between the Company and an Optionee evidencing the termsand conditions of an individual Option grant.  The Option Agreement is subjectto the terms and conditions of the Plan.

"
Option Exchange Program
" means aprogram whereby outstanding Options are exchanged for Options with a lowerexercise price.

"
Optioned Stock
" means the CommonStock subject to an Option or a Stock Purchase Right.

"
Optionee
" means the holder of anoutstanding Option or Stock Purchase Right granted under the Plan.

"
Parent
" means a "parentcorporation," whether now or hereafter existing, as defined inSection 424(e) of the Code.

"
Plan
" means this 2000 StockPlan.

"
Restricted Stock
" means shares ofCommon Stock acquired pursuant to a grant of a Stock Purchase Right underSection 11 below.

"
Section 16(b)
 " means Section 16(b) ofthe Securities Exchange Act of 1934, as amended.

 "
Service Provider
"  means an Employee,Director or Consultant.

"
Share
" means a share of the CommonStock, as adjusted in accordance with Section 12 below.

"
Stock Purchase Right
" means a right topurchase Common Stock pursuant to Section 11 below.

"
Subsidiary
" means a "subsidiarycorporation," whether now or hereafter existing, as defined inSection 424(f) of the Code.

Stock Subject to the Plan
.Subject to the provisions of Section 12 of the Plan, the maximum aggregatenumber of Shares which may be subject to option and sold under the Plan is4,000,000 Shares.  The Shares may be authorized but unissued, or reacquiredCommon Stock.  

If an Option or Stock Purchase Right expires or becomesunexercisable without having been exercised in full, or is surrendered pursuantto an Option Exchange Program, the unpurchased Shares which were subject theretoshall become available for future grant or sale under the Plan (unless the Planhas terminated).  However, Shares that have actually been issued under the Plan,upon exercise of either an Option or Stock Purchase Right, shall not be returnedto the Plan and shall not become available for future distribution under thePlan, except that if Shares of Restricted Stock are repurchased by the Companyat their original purchase price, such Shares shall become available for futuregrant under the Plan. 

Administration of the Plan
.

Administrator
.  The Plan shall be administered bythe Board or a Committee appointed by the Board, which Committee shall beconstituted to comply with Applicable Laws.

Powers of the Administrator
.Subject to the provisions of the Plan and, in the case of a Committee, thespecific duties delegated by the Board to such Committee, and subject to theapproval of any relevant authorities, the Administrator shall have the authorityin its discretion:

to determine the Fair Market Value;

to select the Service Providers to whom Options and StockPurchase Rights may from time to time be granted hereunder;

to determine the number of Shares to be covered by eachsuch award granted hereunder;

to approve forms of agreement for use under thePlan;

to determine the terms and conditions, of any Option orStock Purchase Right granted hereunder.  Such terms and conditions include, butare not limited to, the exercise price, the time or times when Options or StockPurchase Rights may be exercised (which may be based on performance criteria),any vesting acceleration or waiver of forfeiture restrictions, and anyrestriction or limitation regarding any Option or Stock Purchase Right or theCommon Stock relating thereto, based in each case on such factors as theAdministrator, in its sole discretion, shall determine;

  to determine whether and under what circumstances anOption may be settled in cash under subsection 9(e) instead of CommonStock;

to reduce the exercise price of any Option to the thencurrent Fair Market Value if the Fair Market Value of the Common Stock coveredby such Option has declined since the date the Option was granted; 

to initiate an Option Exchange Program;

    to prescribe, amend and rescind rules and regulationsrelating to the Plan, including rules and regulations relating to sub-plansestablished for the purpose of qualifying for preferred tax treatment underforeign tax laws;

to allow Optionees to satisfy withholding tax obligationsby electing to have the Company withhold from the Shares to be issued uponexercise of an Option or Stock Purchase Right that number of Shares having aFair Market Value equal to the amount required to be withheld.  The Fair MarketValue of the Shares to be withheld shall be determined on the date that theamount of tax to be withheld is to be determined.  All elections by Optionees tohave Shares withheld for this purpose shall be made in such form and under suchconditions as the Administrator may deem necessary or advisable; and

  to construe and interpret the terms of the Plan andawards granted pursuant to the Plan.

Effect of Administrator's Decision
.  Alldecisions, determinations and interpretations of the Administrator shall befinal and binding on all Optionees.

Eligibility
.

Nonstatutory Stock Options and Stock Purchase Rights maybe granted to Service Providers.  Incentive Stock Options may be granted only toEmployees.

Each Option shall be designated in the Option Agreementas either an Incentive Stock Option or a Nonstatutory Stock Option.  However,notwithstanding such designation, to the extent that the aggregate Fair MarketValue of the Shares with respect to which Incentive Stock Options areexercisable for the first time by the Optionee during any calendar year (underall plans of the Company and any Parent or Subsidiary) exceeds $100,000, suchOptions shall be treated as Nonstatutory Stock Options.  For purposes of thisSection 5(b), Incentive Stock Options shall be taken into account in theorder in which they were granted.  The Fair Market Value of the Shares shall bedetermined as of the time the Option with respect to such Shares isgranted.

Neither the Plan nor any Option or Stock Purchase Rightshall confer upon any Optionee any right with respect to continuing theOptionee's relationship as a Service Provider with the Company, nor shall itinterfere in any way with his or her right or the Company's right to terminatesuch relationship at any time, with or without cause.

Term of Plan
.  The Plan shall becomeeffective upon its adoption by the Board.  It shall continue in effect for aterm of ten (10) years unless sooner terminated under Section 14 of thePlan.

Term of Option
.  The term of each Option shall bestated in the Option Agreement; provided, however, that the term shall be nomore than ten (10) years from the date of grant thereof.  In the case of anIncentive Stock Option granted to an Optionee who, at the time the Option isgranted, owns stock representing more than ten percent (10%) of the voting powerof all classes of stock of the Company or any Parent or Subsidiary, the term ofthe Option shall be five (5) years from the date of grant or such shorter termas may be provided in the Option Agreement.

Option Exercise Price and Consideration
.

The per share exercise price for the Shares to be issuedupon exercise of an Option shall be such price as is determined by theAdministrator, but shall be subject to the following:

In the case of an Incentive Stock Option

granted to an Employee who, at the time of grant of suchOption, owns stock representing more than ten percent (10%) of the voting powerof all classes of stock of the Company or any Parent or Subsidiary, the exerciseprice shall be no less than 110% of the Fair Market Value per Share on the dateof grant.

granted to any other Employee, the per Share exerciseprice shall be no less than 100% of the Fair Market Value per Share on the dateof grant.

In the case of a Nonstatutory Stock Option

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

granted to any other Service Provider, the per Shareexercise price shall be no less than 85% of the Fair Market Value per Share onthe date of grant.

Notwithstanding the foregoing, Options may be grantedwith a per Share exercise price other than as required above pursuant to amerger or other corporate transaction.

The consideration to be paid for the Shares to be issuedupon exercise of an Option, including the method of payment, shall be determinedby the Administrator (and, in the case of an Incentive Stock Option, shall bedetermined at the time of grant).  Such consideration  may consist of(1) cash, (2) check, (3) promissory note, (4) other Shareswhich (x) in the case of Shares acquired upon exercise of an Option, havebeen owned by the Optionee for more than six months on the date of surrender,and (y) have a Fair Market Value on the date of surrender equal to theaggregate exercise price of the Shares as to which such Option shall beexercised, (5) consideration received by the Company under a cashless exerciseprogram implemented by the Company in connection with the Plan, or (6) anycombination of the foregoing methods of payment.  In making its determination asto the type of consideration to accept, the Administrator shall consider ifacceptance of such consideration may be reasonably expected to benefit theCompany.

Exercise of Option
.

Procedure for Exercise; Rights as aShareholder
. Any Option granted hereunder shall be exercisable according tothe terms hereof at such times and under such conditions as determined by theAdministrator and set forth in the Option Agreement.  Except in the case ofOptions granted to Officers, Directors and Consultants, Options shall becomeexercisable at a rate of no less than 20% per year over five (5) years from thedate the Options are granted.  Unless the Administrator provides otherwise,vesting of Options granted hereunder shall be tolled during any unpaid leave ofabsence.  An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Companyreceives: (i) written or electronic notice of exercise (in accordance with theOption Agreement) from the person entitled to exercise the Option, and (ii) fullpayment for the Shares with respect to which the Option is exercised.  Fullpayment may consist of any consideration and method of payment authorized by theAdministrator and permitted by the Option Agreement and the Plan.  Shares issuedupon exercise of an Option shall be issued in the name of the Optionee or, ifrequested by the Optionee, in the name of the Optionee and his or her spouse.Until the Shares are issued (as evidenced by the appropriate entry on the booksof the Company or of a duly authorized transfer agent of the Company), no rightto vote or receive dividends or any other rights as a shareholder shall existwith respect to the Shares, notwithstanding the exercise of the Option.  TheCompany shall issue (or cause to be issued) such Shares promptly after theOption is exercised.  No adjustment will be made for a dividend or other rightfor which the record date is prior to the date the Shares are issued, except asprovided in Section 12 of the Plan.

Exercise of an Option in any manner shall result in adecrease in the number of Shares thereafter available, both for purposes of thePlan and for sale under the Option, by the number of Shares as to which theOption is exercised.

Termination of Relationship as a ServiceProvider
.  If an Optionee ceases to be a Service Provider, such Optionee mayexercise his or her Option within such period of time as is specified in theOption Agreement (of at least thirty (30) days) to the extent that the Option isvested on the date of termination (but in no event later than the expiration ofthe term of the Option as set forth in the Option Agreement).  In the absence ofa specified time in the Option Agreement, the Option shall remain exercisablefor three (3) months following the Optionee's termination.  If, on the date oftermination, the Optionee is not vested as to his or her entire Option, theShares covered by the unvested portion of the Option shall revert to the Plan.If, after termination, the Optionee does not exercise his or her Option withinthe time specified by the Administrator, the Option shall terminate, and theShares covered by such Option shall revert to the Plan.

Disability of Optionee
.  If an Optionee ceases tobe a Service Provider as a result of the Optionee's Disability, the Optionee mayexercise his or her Option within such period of time as is specified in theOption Agreement (of at least six (6) months) to the extent the Option is vestedon the date of termination (but in no event later than the expiration of theterm of such Option as set forth in the Option Agreement).  In the absence of aspecified time in the Option Agreement, the Option shall remain exercisable fortwelve (12) months following the Optionee's termination.  If, on the date oftermination, the Optionee is not vested as to his or her entire Option, theShares covered by the unvested portion of the Option shall revert to the Plan.If, after termination, the Optionee does not exercise his or her Option withinthe time specified herein, the Option shall terminate, and the Shares covered bysuch Option shall revert to the Plan.

Death of Optionee
.  If an Optionee dieswhile a Service Provider, the Option may be exercised within such period of timeas is specified in the Option Agreement (of at least six (6) months) to theextent that the Option is vested on the date of death (but in no event laterthan the expiration of the term of such Option as set forth in the OptionAgreement) by the Optionee's estate or by a person who acquires the right toexercise the Option by bequest or inheritance.  In the absence of a specifiedtime in the Option Agreement, the Option shall remain exercisable for twelve(12) months following the Optionee's termination.  If, at the time of death, theOptionee is not vested as to the entire Option, the Shares covered by theunvested portion of the Option shall immediately revert to the Plan.  If theOption is not so exercised within the time specified herein, the Option shallterminate, and the Shares covered by such Option shall revert to thePlan.

Buyout Provisions
.  The Administrator may at anytime offer to buy out for a payment in cash or Shares, an Option previouslygranted, based on such terms and conditions as the Administrator shall establishand communicate to the Optionee at the time that such offer ismade.

Non-Transferability of Options and StockPurchase Rights
.  The Options and Stock Purchase Rights may not be sold,pledged, assigned, hypothecated, transferred, or disposed of in any manner otherthan by will or by the laws of descent or distribution and may be exercised,during the lifetime of the Optionee, only by the Optionee. 

Stock Purchase Rights
.

Rights to Purchase
.  Stock Purchase Rights may beissued either alone, in addition to, or in tandem with other awards grantedunder the Plan and/or cash awards made outside of the Plan.  After theAdministrator determines that it will offer Stock Purchase Rights under thePlan, it shall advise the offeree in writing or electronically of the terms,conditions and restrictions related to the offer, including the number of Sharesthat such person shall be entitled to purchase, the price to be paid, and thetime within which such person must accept such offer.  The terms of the offershall comply in all respects with Section 260.140.42 of Title 10 of theCalifornia Code of Regulations.  The offer shall be accepted by execution of aRestricted Stock purchase agreement in the form determined by the Administrator.

Repurchase Option
.  Unless the Administratordetermines otherwise, the Restricted Stock purchase agreement shall grant theCompany a repurchase option exercisable upon the voluntary or involuntarytermination of the purchaser's service with the Company for any reason(including death or disability).  The purchase price for Shares repurchasedpursuant to the Restricted Stock purchase agreement shall be the original pricepaid by the purchaser and may be paid by cancellation of any indebtedness of thepurchaser to the Company.  The repurchase option shall lapse at such rate as theAdministrator may determine.  Except with respect to Shares purchased byOfficers, Directors and Consultants, the repurchase option shall in no caselapse at a rate of less than 20% per year over five (5) years from the date ofpurchase.  

Other Provisions
.  The Restricted Stock purchaseagreement shall contain such other terms, provisions and conditions notinconsistent with the Plan as may be determined by the Administrator in its solediscretion. 

Rights as a Shareholder
.  Once the Stock PurchaseRight is exercised, the purchaser shall have rights equivalent to those of ashareholder and shall be a shareholder when his or her purchase is entered uponthe records of the duly authorized transfer agent of the Company.  No adjustmentshall be made for a dividend or other right for which the record date is priorto the date the Stock Purchase Right is exercised, except as provided in Section12 of the Plan.

Adjustments Upon Changes in Capitalization, Merger or Asset Sale
.

Changes in Capitalization
.  Subject to anyrequired action by the shareholders of the Company, the number of shares ofCommon Stock covered by each outstanding Option or Stock Purchase Right, and thenumber of shares of Common Stock which have been authorized for issuance underthe Plan but as to which no Options or Stock Purchase Rights have yet beengranted or which have been returned to the Plan upon cancellation or expirationof an Option or Stock Purchase Right, as well as the price per share of CommonStock covered by each such outstanding Option or Stock Purchase Right, shall beproportionately adjusted for any increase or decrease in the number of issuedshares of Common Stock resulting from a stock split, reverse stock split, stockdividend, combination or reclassification of the Common Stock, or any otherincrease or decrease in the number of issued shares of Common Stock effectedwithout receipt of consideration by the Company.  The conversion of anyconvertible securities of the Company shall not be deemed to have been"effected without receipt of consideration."  Such adjustment shall bemade by the Board, whose determination in that respect shall be final, bindingand conclusive.  Except as expressly provided herein, no issuance by the Companyof shares of stock of any class, or securities convertible into shares of stockof any class, shall affect, and no adjustment by reason thereof shall be madewith respect to, the number or price of shares of Common Stock subject to anOption or Stock Purchase Right.

Dissolution or Liquidation
.  In the event of theproposed dissolution or liquidation of the Company, the Administrator shallnotify each Optionee as soon as practicable prior to the effective date of suchproposed transaction.  The Administrator in its discretion may provide for anOptionee to have the right to exercise his or her Option or Stock Purchase Rightuntil fifteen (15) days prior to such transaction as to all of the OptionedStock covered thereby, including Shares as to which the Option or Stock PurchaseRight would not otherwise be exercisable.  In addition, the Administrator mayprovide that any Company repurchase option applicable to any Shares purchasedupon exercise of an Option or Stock Purchase Right shall lapse as to all suchShares, provided the proposed dissolution or liquidation takes place at the timeand in the manner contemplated.  To the extent it has not been previouslyexercised, an Option or Stock Purchase Right will terminate immediately prior tothe consummation of such proposed action.

Merger or Asset Sale
.  In the event of a merger ofthe Company with or into another corporation, or the sale of substantially allof the assets of the Company, each outstanding Option and Stock Purchase Rightshall be assumed or an equivalent option or right substituted by the successorcorporation or a Parent or Subsidiary of the successor corporation.  In theevent that the successor corporation refuses to assume or substitute for theOption or Stock Purchase Right, the Optionee shall fully vest in and have theright to exercise the Option or Stock Purchase Right as to all of the OptionedStock, including Shares as to which it would not otherwise be vested orexercisable.  If an Option or Stock Purchase Right becomes fully vested andexercisable in lieu of assumption or substitution in the event of a merger orsale of assets, the Administrator shall notify the Optionee in writing orelectronically that the Option or Stock Purchase Right shall be fullyexercisable for a period of fifteen (15) days from the date of such notice, andthe Option or Stock Purchase Right shall terminate upon the expiration of suchperiod.  For the purposes of this paragraph, the Option or Stock Purchase Rightshall be considered assumed if, following the merger or sale of assets, theoption or right confers the right to purchase or receive, for each Share ofOptioned Stock subject to the Option or Stock Purchase Right immediately priorto the merger or sale of assets, the consideration (whether stock, cash, orother securities or property) received in the merger or sale of assets byholders of Common Stock for each Share held on the effective date of thetransaction (and if holders were offered a choice of consideration, the type ofconsideration chosen by the holders of a majority of the outstanding Shares);provided, however, that if such consideration received in the merger or sale ofassets is not solely common stock of the successor corporation or its Parent,the Administrator may, with the consent of the successor corporation, providefor the consideration to be received upon the exercise of the Option or StockPurchase Right, for each Share of Optioned Stock subject to the Option or StockPurchase Right, to be solely common stock of the successor corporation or itsParent equal in fair market value to the per share consideration received byholders of Common Stock in the merger or sale of assets.

Time of Granting Options and StockPurchase Rights
.  The date of grant of an Option or Stock Purchase Rightshall, for all purposes, be the date on which the Administrator makes thedetermination granting such Option or Stock Purchase Right, or such other dateas is determined by the Administrator.  Notice of the determination shall begiven to each Service Provider to whom an Option or Stock Purchase Right is sogranted within a reasonable time after the date of such grant.

Amendment and Termination of the Plan
.

Amendment and Termination
.  The Board may at anytime amend, alter, suspend or terminate the Plan.  

Shareholder Approval
.  The Board shall obtainshareholder approval of any Plan amendment to the extent necessary and desirableto comply with Applicable Laws. 

Effect of Amendment or Termination
.No amendment, alteration, suspension or termination of the Plan shall impair therights of any Optionee, unless mutually agreed otherwise between the Optioneeand the Administrator, which agreement must be in writing and signed by theOptionee and the Company.  Termination of the Plan shall not affect theAdministrator's ability to exercise the powers granted to it hereunder withrespect to Options granted under the Plan prior to the date of suchtermination.

Conditions Upon Issuance of Shares
.

Legal Compliance
.  Shares shall not be issuedpursuant to the exercise of an Option  unless the exercise of such Option andthe issuance and delivery of such Shares shall comply with Applicable Laws andshall be further subject to the approval of counsel for the Company with respectto such compliance.

Investment Representations
.  As a condition to theexercise of an Option, the Administrator may require the person exercising suchOption to represent and warrant at the time of any such exercise that the Sharesare being purchased only for investment and without any present intention tosell or distribute such Shares if, in the opinion of counsel for the Company,such a representation is required.

Inability to Obtain Authority
.  The inability ofthe Company to obtain authority from any regulatory body having jurisdiction,which authority is deemed by the Company's counsel to be necessary to the lawfulissuance and sale of any Shares hereunder, shall relieve the Company of anyliability in respect of the failure to issue or sell such Shares as to whichsuch requisite authority shall not have been obtained.

Reservation of Shares
.  The Company,during the term of this Plan, shall at all times reserve and keep available suchnumber of Shares as shall be sufficient to satisfy the requirements of thePlan.

Shareholder Approval
.  The Plan shall be subjectto approval by the shareholders of the Company within twelve (12) months afterthe date the Plan is adopted.  Such shareholder approval shall be obtained inthe degree and manner required under Applicable Laws.

Information to Optionees and Purchasers
.  TheCompany shall provide to each Optionee and to each individual who acquiresShares pursuant to the Plan, not less frequently than annually during the periodsuch Optionee or purchaser has one or more Options or Stock Purchase Rightsoutstanding, and, in the case of an individual who acquires Shares pursuant tothe Plan, during the period such individual owns such Shares, copies of annualfinancial statements.  The Company shall not be required to provide suchstatements to key employees whose duties in connection with the Company assuretheir access to equivalent information.