READ-RITE CORPORATION        EXHIBIT 10.41
1995 STOCK PLAN

(as amended July 22, 1997)


1.      Purposes of the Plan.  The purposes of this 
Stock Plan are:

  to attract and retain the best available 
personnel for positions of substantial 
responsibility, 

  to provide additional incentive to 
Employees and Consultants, and 

  to promote the success of the Company's 
business.  

Options granted under the Plan may be Incentive Stock 
Options or Nonstatutory Stock Options, as determined by the 
Administrator at the time of grant.  Stock Purchase Rights 
may also be granted under the Plan.

2.      Definitions.  As used herein, the following 
definitions shall apply:

(a)     "Administrator" means the Board or 
any of its Committees as shall be administering the Plan, in 
accordance with Section 4 of the Plan.

(b)     "Applicable Laws" means the legal 
requirements relating to the administration of stock option 
plans under state corporate and securities laws and the Code.

(c)     "Board" means the Board of Directors 
of the Company.

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

(e)     "Committee"  means a Committee 
appointed by the Board in accordance with Section 4 of the 
Plan.

(f)     "Common Stock" means the Common 
Stock of the Company.

(g)     "Company" means Read-Rite 
Corporation, a Delaware corporation.

(h)     "Consultant" means any person, 
including an advisor, engaged by the Company or a Parent or 
Subsidiary to render services and who is compensated for such 
services.  The term "Consultant" shall not include Directors 
who are paid only a director's fee by the Company or who are 
not compensated by the Company for their services as 
Directors.

(i)     "Continuous Status as an Employee or 
Consultant" means that the employment or consulting 
relationship with the Company, any Parent, or Subsidiary, is 
not interrupted or terminated.  Continuous Status as an 
Employee or Consultant shall not be considered interrupted in 
the case of (i) any leave of absence approved by the Company 
or (ii) transfers between locations of the Company or between 
the Company, its Parent, any Subsidiary, or any successor.  A 
leave of absence approved by the Company shall include sick 
leave, military leave, or any other personal leave approved by 
an authorized representative of the Company.  For purposes of 
Incentive Stock Options, no such leave may exceed ninety 
days, unless reemployment upon expiration of such leave is 
guaranteed by statute or contract.  If reemployment upon 
expiration of a leave of absence approved by the Company is 
not so guaranteed, on the 181st day of such leave any 
Incentive Stock Option held by the Optionee shall cease to be 
treated as an Incentive Stock Option and shall be treated for 
tax purposes as a Nonstatutory Stock Option.

(j)     "Director" means a member of the 
Board.

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

(l)     "Employee" means any person, 
including Officers and Directors, employed by the Company 
or any Parent or Subsidiary of the Company.  Neither service 
as a Director nor payment of a director's fee by the Company 
shall be sufficient to constitute "employment" by the 
Company.

(m)     "Exchange Act" means the Securities 
Exchange Act of 1934, as amended.

(n)     "Fair Market Value" means, as of any 
date, the value of Common Stock determined as follows:

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

(ii)    If the Common Stock is 
regularly quoted by a recognized securities dealer but selling 
prices are not reported, the Fair Market Value of a Share of 
Common Stock shall be the mean between the high bid and 
low asked prices for the Common Stock on the last market 
trading day prior to the day of determination, as reported in 
The Wall Street Journal or such other source as the 
Administrator deems reliable;

        (iii)   In the absence of an established 
market for the Common Stock, the Fair Market Value shall be 
determined in good faith by the Administrator.

(o)     "Incentive Stock Option" means an 
Option intended to qualify as an incentive stock option within 
the meaning of Section 422 of the Code and the regulations 
promulgated thereunder.
(p)     "Nonstatutory Stock Option" means an 
Option not intended to qualify as an Incentive Stock Option.

(q)     "Notice of Grant" means a written 
notice evidencing certain terms and conditions of an 
individual Option or Stock Purchase Right grant.  The Notice 
of Grant is part of the Option Agreement.

(r)     "Officer" means a person who is an 
officer of the Company within the meaning of Section 16 of 
the Exchange Act and the rules and regulations promulgated 
thereunder.

(s)     "Option" means a stock option granted 
pursuant to the Plan.

(t)     "Option Agreement" means a written 
agreement between the Company and an Optionee evidencing 
the terms and conditions of an individual Option grant.  The 
Option Agreement is subject to the terms and conditions of the 
Plan.

(u)     "Optioned Stock" means the Common 
Stock subject to an Option or Stock Purchase Right.

(v)     "Optionee" means an Employee or 
Consultant who holds an outstanding Option or Stock 
Purchase Right.

(w)     "Parent" means a "parent corporation", 
whether now or hereafter existing, as defined in 
Section 424(e) of the Code.

(x)     "Plan" means this Read-Rite 
Corporation 1995 Stock Plan

(y)     "Restricted Stock" means shares of 
Common Stock acquired pursuant to a grant of Stock 
Purchase Rights under Section 11 below.

(z)     "Restricted Stock Purchase Agreement" 
means a written agreement between the Company and the 
Optionee evidencing the terms and restrictions applying to 
stock purchased under a Stock Purchase Right.  The Restricted 
Stock Purchase Agreement is subject to the terms and 
conditions of the Plan and the Notice of Grant.

                aa)     "Rule 16b-3" means Rule 16b-3 
of the Exchange Act or any successor to Rule 16b-3, as in 
effect when discretion is being exercised with respect to the 
Plan.

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

        cc)     "Share" means a share of the 
Common Stock, as adjusted in accordance with Section 13 of 
the Plan.

        dd)     "Stock Purchase Right" means 
the right to purchase Common Stock pursuant to Section 11 of 
the Plan, as evidenced by a Notice of Grant.

        ee)     "Subsidiary" means a 
"subsidiary corporation", whether now or hereafter existing, as 
defined in Section 424(f) of the Code.

3.      Stock Subject to the Plan.  Subject to the 
provisions of Section 13 of the Plan, the maximum aggregate 
number of Shares which may be optioned and sold under the 
Plan shall be three million (3,000,000) Shares plus (i) any 
unused Shares, (ii) any forfeited Shares under the Plan and 
(iii) the lesser of any Shares covered by grants under the 
Amended and Restated 1987 Stock Option Plan (the "1987 
Plan") or any forfeited Shares under the 1987 Plan. For 
purposes of this Section 3, the following apply:  (i) "unused 
Shares" means any Shares reserved for issuance which are not 
covered by grants prior to the termination of the 1987 Plan; 
(ii) "forfeited Shares" means any Shares issued pursuant to 
awards which are forfeited to the Company pursuant to award 
terms and conditions. The term "forfeited Shares" shall not 
include Shares as to which the original recipient received any 
benefits of ownership (other than voting rights). The Shares 
may be authorized, but unissued, or reacquired Common 
Stock.

4.      Administration of the Plan.

(a)     Procedure.

(i)     Multiple Administrative Bodies. 
 The Plan may be administered by different Committees with 
respect to different groups of Employees and Consultants.

(ii)    Section 162(m). To the extent 
that the Administrator determines it to be desirable to qualify 
Options granted hereunder as "performance-based 
compensation" within the meaning of Section 162(m) of the 
Code, the Plan shall be administered by a Committee of two 
or more "outside directors" within the meaning of Section 
162(m) of the Code.

(iii)   Rule 16b-3.  To the extent 
desirable to qualify transactions hereunder as exempt under 
Rule 16b-3, the transactions contemplated hereunder shall be 
structured to satisfy the requirements for exemption under 
Rule 16b-3.

(iv)    Other Administration.  Other 
than as provided above, the Plan shall be administered by 
(A) the Board or (B) a Committee, which committee shall be 
constituted to satisfy Applicable Laws. 

(b)     Powers of the Administrator.  Subject 
to the provisions of the Plan, and in the case of a Committee, 
subject to the specific duties delegated by the Board to such 
Committee, the Administrator shall have the authority, in its 
discretion:

(i)     to determine the Fair Market 
Value of the Common Stock, in accordance with Section 2(n) 
of the Plan;

        (ii)    to select the Consultants and 
Employees to whom Options and Stock Purchase Rights may 
be granted hereunder;

        (iii)   to determine whether and to 
what extent Options and Stock Purchase Rights or any 
combination thereof, are granted hereunder;

        (iv)    to determine the number of 
shares of Common Stock to be covered by each Option and 
Stock Purchase Right granted hereunder;

(v)     to approve forms of agreement 
for use under the Plan;

        (vi)    to determine the terms and 
conditions, not inconsistent with the terms of the Plan, of any 
award granted hereunder.  Such terms and conditions include, 
but are not limited to, the exercise price, the time or times 
when Options or Stock Purchase Rights may be exercised 
(which may be based on performance criteria), any vesting 
acceleration or waiver of forfeiture restrictions, and any 
restriction or limitation regarding any Option or Stock 
Purchase Right or the shares of Common Stock relating 
thereto, based in each case on such factors as the 
Administrator, in its sole discretion, shall determine;

(vii)   to construe and interpret the 
terms of the Plan and awards granted pursuant to the Plan;

(viii)  to prescribe, amend and rescind 
rules and regulations relating to the Plan, including rules and 
regulations relating to sub-plans established for the purpose of 
qualifying for preferred tax treatment under foreign tax laws;

(ix)    to modify or amend each Option 
or Stock Purchase Right (subject to Section 15(c) of the Plan), 
including the discretionary authority to extend the post-
termination exercisability period of Options longer than is 
otherwise provided for in the Plan;

        (x)     to authorize any person to 
execute on behalf of the Company any instrument required to 
effect the grant of an Option or Stock Purchase Right 
previously granted by the Administrator;

        (xi)    to determine the terms and 
restrictions applicable to Options and Stock Purchase Rights 
and any Restricted Stock; and

        (xii)   to allow Optionees to satisfy 
withholding tax obligations by electing to have the Company 
withhold from the Shares to be issued upon exercise of an 
Option or Stock Purchase Right that number of Shares having 
a Fair Market Value equal to the amount required to be 
withheld.  The Fair Market Value of the Shares to be withheld 
shall be determined on the date that the amount of tax to be 
withheld is to be determined.  All elections by an Optionee to 
have Shares withheld for this purpose shall be made in such 
form and under such conditions as the Administrator may 
deem necessary or advisable.

        (xiii)  to make all other determinations 
deemed necessary or advisable for administering the Plan.

(c)     Effect of Administrator's Decision.  The 
Administrator's decisions, determinations and interpretations 
shall be final and binding on all Optionees and any other 
holders of Options or Stock Purchase Rights.

5.      Eligibility.  Nonstatutory Stock Options and 
Stock Purchase Rights may be granted to Employees and 
Consultants.  Incentive Stock Options may be granted only to 
Employees.  If otherwise eligible, an Employee or Consultant 
who has been granted an Option or Stock Purchase Right may 
be granted additional Options or Stock Purchase Rights.



6.      Limitations.

(a)     Each Option shall be designated in the 
written option agreement as either an Incentive Stock Option 
or a Nonstatutory Stock Option.  However, notwithstanding 
such designation, to the extent that the aggregate Fair Market 
Value of the Shares with respect to which Incentive Stock 
Options are exercisable for the first time by the Optionee 
during any calendar year (under all plans of the Company and 
any Parent or Subsidiary) exceeds $100,000, such Options 
shall be treated as Nonstatutory Stock Options.  For purposes 
of this Section 6(a), Incentive Stock Options shall be taken 
into account in the order in which they were granted.  The Fair 
Market Value of the Shares shall be determined as of the time 
the Option with respect to such Shares is granted.

(b)     Neither the Plan nor any Option or 
Stock Purchase Right shall confer upon an Optionee any right 
with respect to continuing the Optionee's employment or 
consulting relationship with the Company, nor shall they 
interfere in any way with the Optionee's right or the 
Company's right to terminate such employment or consulting 
relationship at any time, with or without cause.

(c)     The following limitations shall apply to 
grants of Options and Stock Purchase Rights to Employees:

(i)     No Employee shall be granted, 
in any fiscal year of the Company, Options and Stock 
Purchase Rights to purchase more than 250,000 Shares.

(ii)    In connection with his or her 
initial employment, an Employee may be granted Options and 
Stock Purchase Rights to purchase up to an additional 250,000 
Shares which shall not count against the limit set forth in 
subsection (i) above.

(iii)   The foregoing limitations shall 
be adjusted proportionately in connection with any change in 
the Company's capitalization as described in Section 13. 

(iv)    If an Option or Stock Purchase 
Right is cancelled in the same fiscal year of the Company in 
which it was granted (other than in connection with a 
transaction described in Section 13), the cancelled Option or 
Stock Purchase Right will be counted against the limits set 
forth in subsections (i) and (ii) above.  For this purpose, if the 
exercise price of an Option or Stock Purchase Right is 
reduced, the transaction will be treated as a cancellation of the 
Option or Stock Purchase Right and the grant of a new Option 
or Stock Purchase Right.

7.      Term of Plan.  Subject to Section 19 of the 
Plan, the Plan shall become effective upon the earlier to occur 
of its adoption by the Board or its approval by the 
shareholders of the Company as described in Section 19 of the 
Plan.  It shall continue in effect for a term of ten (10) years 
unless terminated earlier under Section 15 of the Plan.

8.      Term of Option.  The term of each Option shall 
be stated in the Notice of Grant; provided, however, that in the 
case of an Incentive Stock Option, the term shall be ten (10) 
years from the date of grant or such shorter term as may be 
provided in the Notice of Grant.  Moreover, in the case of an 
Incentive Stock Option granted to an Optionee who, at the 
time the Incentive Stock Option is granted, owns stock 
representing more than ten percent (10%) of the voting power 
of all classes of stock of the Company or any Parent or 
Subsidiary, the term of the Incentive Stock Option shall be 
five (5) years from the date of grant or such shorter term as 
may be provided in the Notice of Grant.



9.      Option Exercise Price and Consideration.

(a)     Exercise Price.  The per share exercise 
price for the Shares to be issued pursuant to exercise of an 
Option shall be determined by the Administrator, subject to 
the following:

(i)     In the case of an Incentive Stock 
Option

(A)     granted to an Employee 
who, at the time the Incentive Stock Option is granted, owns 
stock representing more than ten percent (10%) of the voting 
power of all classes of stock of the Company or any Parent or 
Subsidiary, the per Share exercise price shall be no less than 
110% of the Fair Market Value per Share on the date of grant.

(B)     granted to any Employee 
other than an Employee described in paragraph (A) 
immediately above, the per Share exercise price shall be no 
less than 100% of the Fair Market Value per Share on the date 
of grant.

(ii)    In the case of a Nonstatutory 
Stock Option, the per Share exercise price shall be determined 
by the Administrator but in no case shall be less than 85% of 
the Fair Market Value per Share on the date of grant.  In the 
case of a Nonstatutory Stock Option intended to qualify as 
"performance-based compensation" within the meaning of 
Section 162(m) of the Code, the per Share exercise price shall 
be no less than 100% of the Fair Market Value per Share on 
the date of grant.

(iii)   Notwithstanding the foregoing, 
Options may be granted with a per Share exercise price of less 
than 100% of the Fair Market Value per Share on the date of 
grant pursuant to a merger or other corporate transaction.

(b)     Waiting Period and Exercise Dates.  At 
the time an Option is granted, the Administrator shall fix the 
period within which the Option may be exercised and shall 
determine any conditions which must be satisfied before the 
Option may be exercised.  In so doing, the Administrator may 
specify that an Option may not be exercised until the 
completion of a service period.

(c)     Form of Consideration.  The 
Administrator shall determine the acceptable form of 
consideration for exercising an Option, including the method 
of payment.  In the case of an Incentive Stock Option, the 
Administrator shall determine the acceptable form of 
consideration at the time of grant.  Such consideration may 
consist entirely of:

         (i)    cash;

        (ii)    check;

        (iii)   promissory note;

        (iv)    other Shares which (A) in the 
case of Shares acquired upon exercise of an option, have been 
owned by the Optionee for more than six months on the date 
of surrender, and (B) have a Fair Market Value on the date of 
surrender equal to the aggregate exercise price of the Shares 
as to which said Option shall be exercised;

(v)     delivery of a properly executed 
exercise notice together with such other documentation as the 
Administrator and the broker, if applicable, shall require to 
effect an exercise of the Option and delivery to the Company 
of the sale or loan proceeds required to pay the exercise price;

     (vi)               reduction in the amount of any 
Company liability to the Optionee, including any liability 
attributable to the Optionee's participation in any Company-
sponsored deferred compensation program or arrangement;

        (vii)   any combination of the 
foregoing methods of payment; or

        (viii)  such other consideration and 
method of payment for the issuance of Shares to the extent 
permitted by Applicable Laws.

10.     Exercise of Option.

(a)     Procedure for Exercise; Rights as a 
Shareholder. Any Option granted hereunder shall be 
exercisable according to the terms of the Plan and at such 
times and under such conditions as determined by the 
Administrator and set forth in the Option Agreement.

An Option may not be exercised for a 
fraction of a Share.

An Option shall be deemed exercised 
when the Company receives: (i) written notice of exercise (in 
accordance with the Option Agreement) from the person 
entitled to exercise the Option, and (ii) full payment for the 
Shares with respect to which the Option is exercised.  Full 
payment may consist of any consideration and method of 
payment authorized by the Administrator and permitted by the 
Option Agreement and the Plan.  Shares issued upon exercise 
of an Option shall be issued in the name of the Optionee or, if 
requested by the Optionee, in the name of the Optionee and 
his or her spouse.  Until the stock certificate evidencing such 
Shares is issued (as evidenced by the appropriate entry on the 
books of the Company or of a duly authorized transfer agent 
of the Company), no right to vote or receive dividends or any 
other rights as a shareholder shall exist with respect to the 
Optioned Stock, notwithstanding the exercise of the Option.  
The Company shall issue (or cause to be issued) such stock 
certificate promptly after the Option is exercised.  No 
adjustment will be made for a dividend or other right for 
which the record date is prior to the date the stock certificate 
is issued, except as provided in Section 13 of the Plan.

Exercising an Option in any manner 
shall decrease the number of Shares thereafter available, both 
for purposes of the Plan and for sale under the Option, by the 
number of Shares as to which the Option is exercised.

(b)     Termination of Employment or 
Consulting Relationship.  Upon termination of an Optionee's 
Continuous Status as an Employee or Consultant, other than 
upon the Optionee's death or Disability, the Optionee may 
exercise his or her Option, but only within such period of time 
as is specified in the Notice of Grant, and only to the extent 
that the Optionee was entitled to exercise it at the date of 
termination (but in no event later than the expiration of the 
term of such Option as set forth in the Notice of Grant).  In the 
absence of a specified time in the Notice of Grant, the Option 
shall remain exercisable for three (3) months following the 
Optionee's termination.  In the case of an Incentive Stock 
Option, such period of time for exercise shall not exceed three 
(3) months from the date of termination.  If, on the date of 
termination, the Optionee is not entitled to exercise the 
Optionee's entire Option, the Shares covered by the 
unexercisable portion of the Option shall revert to the Plan.  
If, after termination, the Optionee does not exercise his or her 
Option within the time specified by the Administrator, the 
Option shall terminate, and the Shares covered by such Option 
shall revert to the Plan.

Notwithstanding the above, in the event of an 
Optionee's change in status from Consultant to Employee or 
Employee to Consultant, an Optionee's Continuous Status as 
an Employee or Consultant shall not automatically terminate 
solely as a result of such change in status.  However, in such 
event, an Incentive Stock Option held by the Optionee shall 
cease to be treated as an Incentive Stock Option and shall be 
treated for tax purposes as a Nonstatutory Stock Option three 
months and one day following such change of status.  

(c)     Disability of Optionee.  In the event 
that an Optionee's Continuous Status as an Employee or 
Consultant terminates as a result of the Optionee's Disability, 
the Optionee may exercise his or her Option at any time 
within twelve (12) months from the date of such termination, 
but only to the extent that the Optionee was entitled to 
exercise it at the date of such termination (but in no event later 
than the expiration of the term of such Option as set forth in 
the Notice of Grant).  If, at the date of termination, the 
Optionee is not entitled to exercise his or her entire Option, 
the Shares covered by the unexercisable portion of the Option 
shall revert to the Plan.  If, after termination, the Optionee 
does not exercise his or her Option within the time specified 
herein, the Option shall terminate, and the Shares covered by 
such Option shall revert to the Plan.

(d)     Death of Optionee.  If an Optionee dies 
while employed with the Company, any options held by such 
Optionee which are then vested or which would have 
otherwise vested pursuant to such Optionee's option 
agreement with the Company within twelve (12) calendar 
months following the date of death shall be exercisable by the 
Optionee's estate or a person who acquired the right to 
exercise the Option by bequest or inheritance at any time 
within twelve (12) months following the date of death (but in 
no event later than the expiration of the Option's specified 
term).  To the extent that the Optionee was not entitled to 
exercise an Option at the date of death pursuant to his/her 
option agreement with the Company or via the acceleration 
provided in this Paragraph (d), or to the extent that the 
Optionee's estate or a person who by bequest or inheritance 
acquired the right to exercise such Option does not exercise 
such Option within the time and to the extent specified herein, 
the Option shall terminate, and the Shares covered by such 
Option shall revert to the Plan.

11.     Stock Purchase Rights.

(a)     Rights to Purchase.  Stock Purchase 
Rights may be issued either alone, in addition to, or in tandem 
with other awards granted under the Plan and/or cash awards 
made outside of the Plan.  After the Administrator determines 
that it will offer Stock Purchase Rights under the Plan, it shall 
advise the offeree in writing, by means of a Notice of Grant, 
of the terms, conditions and restrictions related to the offer, 
including the number of Shares that the offeree shall be 
entitled to purchase, the price to be paid, and the time within 
which the offeree must accept such offer, which shall in no 
event exceed six (6) months from the date upon which the 
Administrator made the determination to grant the Stock 
Purchase Right.  The Administrator shall not set the purchase 
price for a Stock Purchase Right below the Fair Market Value 
per share on the date of grant.  The offer shall be accepted by 
execution of a Restricted Stock Purchase Agreement in the 
form determined by the Administrator.

(b)     Repurchase Option.  Unless the 
Administrator determines otherwise, the Restricted Stock 
Purchase Agreement shall grant the Company a repurchase 
option exercisable upon the voluntary or involuntary 
termination of the purchaser's employment with the Company 
for any reason (including death or Disability).  The purchase 
price for Shares repurchased pursuant to the Restricted Stock 
purchase agreement shall be the original price paid by the 
purchaser and may be paid by cancellation of any 
indebtedness of the purchaser to the Company.  The 
repurchase option shall lapse at a rate determined by the 
Administrator.

(c)     Other Provisions.  The Restricted Stock 
Purchase Agreement shall contain such other terms, 
provisions and conditions not inconsistent with the Plan as 
may be determined by the Administrator in its sole discretion. 
 In addition, the provisions of Restricted Stock Purchase 
Agreements need not be the same with respect to each 
purchaser.

(d)     Rights as a Shareholder.  Once the 
Stock Purchase Right is exercised, the purchaser shall have the 
rights equivalent to those of a shareholder, and shall be a 
shareholder when his or her purchase is entered upon the 
records of the duly authorized transfer agent of the Company. 
 No adjustment will be made for a dividend or other right for 
which the record date is prior to the date the Stock Purchase 
Right is exercised, except as provided in Section 13 of the 
Plan.

12.     Non-Transferability of Options and Stock 
Purchase Rights.  An Option or Stock Purchase Right may not 
be sold, pledged, assigned, hypothecated, transferred, or 
disposed of in any manner other than by will or by the laws of 
descent or distribution and may be exercised, during the 
lifetime of the Optionee, only by the Optionee.

13.     Adjustments Upon Changes in Capitalization, 
Dissolution, Merger or Asset Sale. 

(a)     Changes in Capitalization.  Subject to 
any required action by the shareholders of the Company, the 
number of shares of Common Stock covered by each 
outstanding Option and Stock Purchase Right, and the number 
of shares of Common Stock which have been authorized for 
issuance under the Plan but as to which no Options or Stock 
Purchase Rights have yet been granted or which have been 
returned to the Plan upon cancellation or expiration of an 
Option or Stock Purchase Right, as well as the price per share 
of Common Stock covered by each such outstanding Option 
or Stock Purchase Right, shall be proportionately adjusted for 
any increase or decrease in the number of issued shares of 
Common Stock resulting from a stock split, reverse stock 
split, stock dividend, combination or reclassification of the 
Common Stock, or any other increase or decrease in the 
number of issued shares of Common Stock effected without 
receipt of consideration by the Company; provided, however, 
that conversion of any convertible securities of the Company 
shall not be deemed to have been "effected without receipt of 
consideration."  Such adjustment shall be made by the Board, 
whose determination in that respect shall be final, binding and 
conclusive.  Except as expressly provided herein, no issuance 
by the Company of shares of stock of any class, or securities 
convertible into shares of stock of any class, shall affect, and 
no adjustment by reason thereof shall be made with respect to, 
the number or price of shares of Common Stock subject to an 
Option or Stock Purchase Right.

(b)     Dissolution or Liquidation.  In the event 
of the proposed dissolution or liquidation of the Company, to 
the extent that an Option or Stock Purchase Right has not been 
previously exercised, it will terminate immediately prior to the 
consummation of such proposed action.  The Board may, in 
the exercise of its sole discretion in such instances, declare 
that any Option or Stock Purchase Right shall terminate as of 
a date fixed by the Board and give each Optionee the right to 
exercise his or her Option or Stock Purchase Right as to all or 
any part of the Optioned Stock, including Shares as to which 
the Option or Stock Purchase Right would not otherwise be 
exercisable.

(c)     Merger or Asset Sale.  In the event of a 
merger of the Company with or into another corporation, or 
the sale of substantially all of the assets of the Company, each 
outstanding Option and Stock Purchase Right shall be 
assumed or an equivalent option or right substituted by the 
successor corporation or a Parent or Subsidiary of the 
successor corporation.  In the event that the successor 
corporation refuses to assume or substitute for the Option or 
Stock Purchase Right, the Optionee shall have the right to 
exercise the Option or Stock Purchase Right as to all of the 
Optioned Stock, including Shares as to which it would not 
otherwise be exercisable.  If an Option or Stock Purchase 
Right is exercisable in lieu of assumption or substitution in the 
event of a merger or sale of assets, the Administrator shall 
notify the Optionee that the Option or Stock Purchase Right 
shall be fully exercisable for a period of fifteen (15) days from 
the date of such notice, and the Option or Stock Purchase 
Right shall terminate upon the expiration of such period.  For 
the purposes of this paragraph, the Option or Stock Purchase 
Right shall be considered assumed if, following the merger or 
sale of assets, the option or right confers the right to purchase 
or receive, for each Share of Optioned Stock subject to the 
Option or Stock Purchase Right immediately prior to the 
merger or sale of assets, the consideration (whether stock, 
cash, or other securities or property) received in the merger or 
sale of assets by holders of Common Stock for each Share 
held on the effective date of the transaction (and if holders 
were offered a choice of consideration, the type of 
consideration chosen by the holders of a majority of the 
outstanding Shares); provided, however, that if such 
consideration received in the merger or sale of assets was not 
solely common stock of the successor corporation or its 
Parent, the Administrator may, with the consent of the 
successor corporation, provide for the consideration to be 
received upon the exercise of the Option or Stock Purchase 
Right, for each Share of Optioned Stock subject to the Option 
or Stock Purchase Right, to be solely common stock of the 
successor corporation or its Parent equal in fair market value 
to the per share consideration received by holders of Common 
Stock in the merger or sale of assets.

14.     Date of Grant.  The date of grant of an Option 
or Stock Purchase Right shall be, for all purposes, the date on 
which the Administrator makes the determination granting 
such Option or Stock Purchase Right, or such other later date 
as is determined by the Administrator.  Notice of the 
determination shall be provided to each Optionee within a 
reasonable time after the date of such grant.

15.     Amendment and Termination of the Plan.

(a)     Amendment and Termination.  The 
Board may at any time amend, alter, suspend or terminate the 
Plan.  

(b)     Shareholder Approval.  The Company 
shall obtain shareholder approval of any Plan amendment to 
the extent necessary and desirable to comply with Section 422 
of the Code (or any successor rule or statute or other 
applicable law, rule or regulation, including the requirements 
of any exchange or quotation system on which the Common 
Stock is listed or quoted).  Such shareholder approval, if 
required, shall be obtained in such a manner and to such a 
degree as is required by the applicable law, rule or regulation.

(c)     Effect of Amendment or Termination.  
No amendment, alteration, suspension or termination of the 
Plan shall impair the rights of any Optionee, unless mutually 
agreed otherwise between the Optionee and the Administrator, 
which agreement must be in writing and signed by the 
Optionee and the Company.

16.     Conditions Upon Issuance of Shares.  

(a)     Legal Compliance.  Shares shall not be 
issued pursuant to the exercise of an Option or Stock Purchase 
Right unless the exercise of such Option or Stock Purchase 
Right and the issuance and delivery of such Shares shall 
comply with all relevant provisions of law, including, without 
limitation, the Securities Act of 1933, as amended, the 
Exchange Act, the rules and regulations promulgated 
thereunder, Applicable Laws, and the requirements of any 
stock exchange or quotation system upon which the Shares 
may then be listed or quoted, and shall be further subject to 
the approval of counsel for the Company with respect to such 
compliance.

(b)     Investment Representations.  As a 
condition to the exercise of an Option or Stock Purchase 
Right, the Company may require the person exercising such 
Option or Stock Purchase Right to represent and warrant at the 
time of any such exercise that the Shares are being purchased 
only for investment and without any present intention to sell 
or distribute such Shares if, in the opinion of counsel for the 
Company, such a representation is required.

17.     Liability of Company.

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

(b)     Grants Exceeding Allotted Shares.  If 
the Optioned Stock covered by an Option or Stock Purchase 
Right exceeds, as of the date of grant, the number of Shares 
which may be issued under the Plan without additional 
shareholder approval, such Option or Stock Purchase Right 
shall be void with respect to such excess Optioned Stock, 
unless shareholder approval of an amendment sufficiently 
increasing the number of Shares subject to the Plan is timely 
obtained in accordance with Section 15(b) of the Plan.

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

19.     Shareholder Approval.  Continuance of the 
Plan shall be subject to approval by the shareholders of the 
Company within twelve (12) months before or after the date 
the Plan is adopted.  Such shareholder approval shall be 
obtained in the manner and to the degree required under 
applicable federal and state law.

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