LANTRONIX, INC.

             AMENDED AND RESTATED 2000 EMPLOYEE STOCK PURCHASE PLAN

     The  following  constitute  the provisions of the Amended and Restated 2000
Employee  Stock  Purchase  Plan  of  Lantronix.

1.     Purpose.  The  purpose of the Plan is to provide employees of the Company
       -------
and  its Designated Subsidiaries with an opportunity to purchase Common Stock of
the  Company  through accumulated payroll deductions. It is the intention of the
Company  to  have  the  Plan  qualify as an "Employee Stock Purchase Plan" under
Section  423 of the Internal Revenue Code of 1986, as amended. The provisions of
the  Plan,  accordingly,  shall  be  construed  so  as  to  extend  and  limit
participation  in  a  manner consistent with the requirements of that section of
the  Code.

2.     Definitions.
       -----------

(a)     "Board"  shall  mean  the  Board  of  Directors  of  the  Company or any
         -----
committee  thereof  designated  by  the  Board  of  Directors  of the Company in
accordance  with  Section  14  of  the  Plan.

(b)     "Code"  shall  mean  the  Internal  Revenue  Code  of  1986, as amended.
         ----

(c)     "Common  Stock"  shall  mean  the  common  stock  of  the  Company.
         -------------

(d)     "Company"  shall  mean  Lantronix  and  any Designated Subsidiary of the
         -------
Company.

(e)     "Compensation"  shall  mean  all  base  straight  time  gross  earnings,
         ------------
bonuses,  commissions,  and  overtime  payments,  but  exclusive  of  incentive
compensation,  incentive  payments,  and  other  compensation.

(f)     "Designated  Subsidiary"  shall  mean  any  Subsidi-ary  that  has  been
         ----------------------
designated  by the Board from time to time in its sole discretion as eligible to
participate  in  the  Plan.

(g)     "Employee"  shall  mean any individual who is an Employee of the Company
         --------
for tax purposes whose customary employment with the Company are at least twenty
(20)  hours  per  week  and more than five (5) months in any calendar year.  For
purposes of the Plan, the employment relationship shall be treated as continuing
intact  while the individual is on sick leave or other leave of absence approved
by  the Company.  Where the period of leave exceeds 90 days and the individual's
right  to  reemployment  is not guaranteed either by statute or by contract, the
employment  relationship  shall  be deemed to have terminated on the 91st day of
such  leave.

(h)     "Enrollment  Date"  shall  mean  the  first Trading Day of each Offering
         ----------------
Period.

(i)     "Exercise Date" shall mean the last Trading Day of each Purchase Period.
         -------------

(j)     "Fair  Market  Value"  shall  mean,  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 date of determination, as reported in The Wall Street Journal
or  such  other  source  as  the  Board  deems  reliable;


                                        1


     (ii)  If  the  Common  Stock is regularly quoted by a recognized securities
dealer  but  selling prices are not reported, its Fair Market Value shall be the
mean  of the closing bid and asked prices for the Common Stock prior to the date
of determination, as reported in The Wall Street Journal or such other source as
the  Board  deems  reliable;

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

     (iv) For purposes of the Enrollment Date of the first Offering Period under
the  Plan, the Fair Market Value shall be the initial price to the public as set
forth in the final prospectus included within the registration statement in Form
S-1  filed  with  the  Securities and Exchange Commission for the initial public
offering  of  the  Company's  Common  Stock  (the  "Registration  Statement").

(k)     "Offering  Periods"  shall mean the periods of approximately twenty-four
         -----------------
(24)  months  during  which  an  option  granted  pursuant  to  the  Plan may be
exercised, commencing on the first Trading Day on or after August 1 and February
1  of  each  year  and terminating on the last Trading Day in the periods ending
twenty-four  months  later;  provided,  however,  that the first Offering Period
under the Plan shall commence with the first Trading Day on or after the date on
which the Securities and Exchange Commission declares the Company's Registration
Statement  effective  and  ending  on the last Trading Day on or before July 30,
2002.  The  duration  and  timing of Offering Periods may be changed pursuant to
Section  4  of  this  Plan.

(l)     "Plan" shall mean this Amended and Restated 2000 Employee Stock Purchase
         ----
Plan.

(m)     "Purchase  Period"  shall  mean  the  approximately  six  month  period
         ----------------
commencing  after  one  Exercise  Date  and  ending with the next Exercise Date,
except  that  the first Purchase Period of any Offering Period shall commence on
the  Enrollment  Date  and  end  with  the  next  Exercise  Date.

(n)     "Purchase  Price"  shall mean 85% of the Fair Market Value of a share of
         ---------------
Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower;
provided  however, that the Purchase Price may be adjusted by the Board pursuant
to  Section  20.

(o)     "Reserves"  shall  mean  the number of shares of Common Stock covered by
         --------
each  option  under the Plan which have not yet been exercised and the number of
shares  of  Common  Stock which have been authorized for issuance under the Plan
but  not  yet  placed  under  option.

(p)     "Subsidiary" shall mean a corporation, domestic or foreign, of which not
         ----------
less  than  50%  of  the  voting shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or acquired
by  the  Company  or  a  Subsidiary.

(q)     "Trading Day" shall mean a day on which national stock exchanges and the
         -----------
Nasdaq  System  are  open  for  trading.

3.     Eligibility.
       -----------

(a)     Any  Employee who shall be employed by the Company on a given Enrollment
Date  shall  be  eligible  to  participate  in  the  Plan.

(b)     Any  provisions of the Plan to the contrary notwithstanding, no Employee
shall  be  granted  an option under the Plan (i) to the extent that, immediately
after  the  grant,  such  Employee  (or  any  other  person whose stock would be
attributed  to  such  Employee pursuant to Section 424(d) of the Code) would own
capital  stock  of  the Company and/or hold outstanding options to purchase such
stock possessing five percent (5%) or more of the total combined voting power or
value  of  all classes of the capital stock of the Company or of any Subsidiary,
or  (ii)  to  the  extent  that  his  or  her rights to purchase stock under all
employee  stock  purchase plans of the Company and its subsidiaries accrues at a
rate  which  exceeds  twenty-five  thousand  dollars  ($25,000)  worth  of stock


                                        2


(determined  at  the  fair market value of the shares at the time such option is
granted) for each calendar year in which such option is outstanding at any time.

4.     Offering  Periods.  The  Plan  shall  be  implemented  by  consecutive,
       -----------------
overlapping  Offering Periods with a new Offering Period commencing on the first
Trading  Day  on or after March 1 and September 1 of each year, or on such other
date as the Board shall determine, and continuing thereafter until terminated in
accordance  with  Section  20 hereof; provided, however, that the first Offering
Period  under the Plan shall commence with the first Trading Day on or after the
date  on  which  the  Securities  and Exchange Commission declares the Company's
Registration Statement effective and ending on the last Trading Day on or before
August  31,  2002.  The  Board  shall  have  the power to change the duration of
Offering  Periods  (including  the  commencement  dates thereof) with respect to
future  offerings  without  shareholder  approval if such change is announced at
least  five  (5)  days  prior  to  the scheduled beginning of the first Offering
Period  to  be  affected  thereafter.

5.     Participation.
       -------------
(a)     An  eligible Employee may become a participant in the Plan by completing
a subscription agreement authorizing payroll deductions in the form of Exhibit A
     to  this  Plan and filing it with the Company's payroll office prior to the
applicable  Enrollment  Date.

(b)     Payroll deductions for a participant shall commence on the first payroll
following  the Enrollment Date and shall end on the last payroll in the Offering
Period  to  which  such authorization is applicable, unless sooner terminated by
the  participant  as  provided  in  Section  10  hereof.

6.     Payroll  Deductions.
       -------------------

(a)     At the time a participant files his or her subscription agreement, he or
     she  shall elect to have payroll deductions made on each pay day during the
Offering  Period  in  an  amount  not  exceeding  fifteen  percent  15  % of the
Compensation  which  he  or  she  receives  on  each pay day during the Offering
Period.

(b)     All  payroll  deductions made for a participant shall be credited to his
or  her  account under the Plan and shall be withheld in whole percentages only.
A  participant  may  not  make  any  additional  payments  into  such  account.

(c)     A  participant  may  discontinue his or her participation in the Plan as
provided  in  Section  10 hereof, or may increase or decrease the rate of his or
her  payroll  deductions during the Offering Period by completing or filing with
the  Company  a  new  subscription  agreement  authorizing  a  change in payroll
deduction  rate.  The  Board  may,  in  its  discretion,  limit  the  number  of
participation rate changes during any Offering Period.  The change in rate shall
be effective with the first full payroll period following five (5) business days
after the Company's receipt of the new subscription agreement unless the Company
elects to process a given change in participation more quickly.  A participant's
subscription  agreement  shall  remain in effect for successive Offering Periods
unless  terminated  as  provided  in  Section  10  hereof.

(d)     Notwithstanding  the  foregoing,  to the extent necessary to comply with
Section  423(b)(8)  of the Code and Section 3(b) hereof, a participant's payroll
deductions  may  be decreased to zero percent (0%) at any time during a Purchase
Period.  Payroll  deductions  shall  recommence  at  the  rate  provided in such
participant's  subscription  agreement  at  the  beginning of the first Purchase
Period  which  is  scheduled  to  end  in  the  following  calendar year, unless
terminated  by  the  participant  as  provided  in  Section  10  hereof.

(e)     At the time the option is exercised, in whole or in part, or at the time
some  or all of the Company's Common Stock issued under the Plan is disposed of,
the  participant  must make adequate provision for the Company's federal, state,
or  other  tax withholding obligations, if any, which arise upon the exercise of
the  option  or  the  disposition of the Common Stock.  At any time, the Company
may, but shall not be obligated to, withhold from the participant's compensation
the amount necessary for the Company to meet applicable withholding obligations,


                                        3


including  any  withholding  required  to  make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common Stock
by  the  Employee.

7.     Grant  of  Option.  On  the Enrollment Date of each Offering Period, each
       -----------------
eligible  Employee  participating  in  such  Offering Period shall be granted an
option  to  purchase  on  each Exercise Date during such Offering Period (at the
applicable  Purchase  Price)  up  to  a number of shares of the Company's Common
Stock  determined  by  dividing  such  Employee's payroll deductions accumulated
prior  to such Exercise Date and retained in the Participant's account as of the
Exercise  Date by the applicable Purchase Price; provided that in no event shall
an  Employee  be  permitted  to  purchase  during each Purchase Period more than
25,000  shares of the Company's Common Stock (subject to any adjustment pursuant
to  Section 19), and provided further that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof.  The Board may, for future
     Offering  Periods,  increase  or  decrease, in its absolute discretion, the
maximum  number of shares of the Company's Common Stock an Employee may purchase
during  each  Purchase  Period  of such Offering Period.  Exercise of the option
shall  occur  as  provided  in  Section  8  hereof,  unless  the participant has
withdrawn  pursuant  to  Section 10 hereof.  The option shall expire on the last
day  of  the  Offering  Period.

8.     Exercise  of  Option.
       --------------------

(a)     Unless  a  participant withdraws from the Plan as provided in Section 10
hereof,  his  or  her  option  for  the  purchase  of  shares shall be exercised
automatically  on  the  Exercise  Date,  and  the  maximum number of full shares
subject  to  option  shall  be  purchased for such participant at the applicable
Purchase  Price  with  the accumulated payroll deductions in his or her account.
No fractional shares shall be purchased; any payroll deductions accumulated in a
     participant's  account  which  are  not sufficient to purchase a full share
shall  be  retained  in  the  participant's  account for the subsequent Purchase
Period  or  Offering Period, subject to earlier withdrawal by the participant as
provided  in  Section  10 hereof.  Any other monies left over in a participant's
account  after the Exercise Date shall be returned to the participant.  During a
participant's  lifetime,  a participant's option to purchase shares hereunder is
exercisable  only  by  him  or  her.

(b)     If  the  Board  determines that, on a given Exercise Date, the number of
shares  with  respect  to  which  options are to be exercised may exceed (i) the
number  of shares of Common Stock that were available for sale under the Plan on
the  Enrollment  Date  of  the applicable Offering Period, or (ii) the number of
shares available for sale under the Plan on such Exercise Date, the Board may in
its  sole  discretion  (x)  provide  that  the  Company  shall  make  a pro rata
allocation  of  the  shares  of  Common  Stock  available  for  purchase on such
Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall
be  practicable and as it shall determine in its sole discretion to be equitable
among  all  participants  exercising  options  to  purchase Common Stock on such
Exercise  Date, and continue all Offering Periods then in effect, or (y) provide
that  the  Company  shall make a pro rata allocation of the shares available for
purchase  on such Enrollment Date or Exercise Date, as applicable, in as uniform
a  manner  as  shall  be  practicable  and  as  it  shall  determine in its sole
discretion to be equitable among all participants exercising options to purchase
Common  Stock  on  such Exercise Date, and terminate any or all Offering Periods
then  in  effect  pursuant  to Section 20 hereof.  The Company may make pro rata
allocation  of  the  shares  available  on the Enrollment Date of any applicable
Offering  Period  pursuant  to  the  preceding  sentence,  notwithstanding  any
authorization  of additional shares for issuance under the Plan by the Company's
shareholders  subsequent  to  such  Enrollment  Date.

9.     Delivery.  As  promptly as practicable after each Exercise Date, on which
       --------
a  purchase  of  shares  occurs,  the Company shall arrange the delivery to each
participant,  as appropriate, of a certificate representing the shares purchased
upon  exercise  of  his  or  her  option.

10.     Withdrawal.
        ----------
(a)     A  participant  may  withdraw  all  but  not  less  than all the payroll
deductions  credited  to  his or her account and not yet used to exercise his or
her option under the Plan at any time by giving written notice to the Company in
     the  form  of  Exhibit  B  to  this Plan.  All of the participant's payroll
deductions  credited  to  his  or  her account shall be paid to such participant
promptly after receipt of notice of withdrawal and such participant's option for


                                        4


the  Offering  Period  shall be automatically terminated, and no further payroll
deductions  for  the  purchase of shares shall be made for such Offering Period.
If a participant withdraws from an Offering Period, payroll deductions shall not
resume at the beginning of the succeeding Offering Period unless the participant
delivers  to  the  Company  a  new  subscription  agreement.

(b)     A  participant's  withdrawal  from an Offering Period shall not have any
effect  upon his or her eligibility to participate in any similar plan which may
hereafter  be  adopted  by  the  Company or in succeeding Offering Periods which
commence after the termination of the Offering Period from which the participant
withdraws.

11.     Termination  of  Employment.
        ---------------------------

     Upon  a  participant's ceasing to be an Employee, for any reason, he or she
shall  be  deemed  to  have  elected  to  withdraw from the Plan and the payroll
deductions credited to such participant's account during the Offering Period but
not yet used to exercise the option shall be returned to such participant or, in
the  case  of  his or her death, to the person or persons entitled thereto under
Section  15  hereof,  and  such  participant's  option  shall  be  automatically
terminated.  The  preceding sentence notwithstanding, a participant who receives
payment  in  lieu  of  notice  of  termination of employment shall be treated as
continuing to be an Employee for the participant's customary number of hours per
week of employment during the period in which the participant is subject to such
payment  in  lieu  of  notice.

12.     Interest.  No  interest  shall  accrue  on  the  payroll deductions of a
        --------
participant  in  the  Plan.

13.     Stock.
        -----

(a)     Subject  to  adjustment upon changes in capitalization of the Company as
provided  in  Section  19  hereof, the maximum number of shares of the Company's
Common  Stock  which  shall  be  made available for sale under the Plan shall be
1,500,000  shares  plus  an  annual increase to be added on the first day of the
Company's fiscal year beginning in Year 2001, equal to the lesser of (i) 150,000
     shares,  (ii)  2%  of the outstanding shares on such date or (iii) a lesser
amount  determined  by  the  Board.  The  Plan was initially funded with 750,000
shares  of  the  Company's  Common  Stock  .  By  operation  of the provision in
Section  13(a)(i),  shares  have  been  added  to  the  Plan  on  four  separate
occasions, such that a total of 600,000 shares were added to the Plan before the
shareholders  approved  amending  and  restating  the  Plan to add an additional
750,000  shares  effective  as  of  November  18,  2004.

(b)     The participant shall have no interest or voting right in shares covered
by  his  option  until  such  option  has  been  exercised.

(c)     Shares  to  be  delivered  to  a  participant  under  the  Plan shall be
registered  in the name of the participant or in the name of the participant and
his  or  her  spouse.

14.     Administration.  The  Plan  shall  be  administered  by  the  Board or a
        --------------
committee  of  members  of  the  Board appointed by the Board.  The Board or its
committee  shall  have  full  and exclusive discretionary authority to construe,
interpret  and  apply  the  terms  of  the Plan, to determine eligibility and to
adjudicate  all  disputed  claims filed under the Plan.  Every finding, decision
and  determination  made by the Board or its committee shall, to the full extent
permitted  by  law,  be  final  and  binding  upon  all  parties.

15.     Designation  of  Beneficiary.
        ----------------------------

(a)     A  participant may file a written designation of a beneficiary who is to
receive  any  shares  and cash, if any, from the participant's account under the
Plan  in the event of such participant's death subsequent to an Exercise Date on
which  the option is exercised but prior to delivery to such participant of such
shares and cash.  In addition, a participant may file a written designation of a
     beneficiary who is to receive any cash from the participant's account under
the  Plan  in  the  event  of  such participant's death prior to exercise of the


                                        5


option.  If  a  participant is married and the designated beneficiary is not the
spouse,  spousal consent shall be required for such designation to be effective.

(b)     Such designation of beneficiary may be changed by the participant at any
time  by  written notice.  In the event of the death of a participant and in the
absence  of a beneficiary validly designated under the Plan who is living at the
time  of  such participant's death, the Company shall deliver such shares and/or
cash to the executor or administrator of the estate of the participant, or if no
such  executor  or  administrator  has  been  appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares and/or cash to
the  spouse or to any one or more dependents or relatives of the participant, or
if  no spouse, dependent or relative is known to the Company, then to such other
person  as  the  Company  may  designate.

16.     Transferability.  Neither payroll deductions credited to a participant's
        ---------------
account  nor  any  rights with regard to the exercise of an option or to receive
shares  under  the  Plan  may  be  assigned,  transferred,  pledged or otherwise
disposed of in any way (other than by will, the laws of descent and distribution
or  as  provided  in  Section 15 hereof) by the participant. Any such attempt at
assignment,  transfer,  pledge  or  other  disposition  shall be without effect,
except that the Company may treat such act as an election to withdraw funds from
an  Offering  Period  in  accordance  with  Section  10  hereof.

17.     Use  of  Funds.  All  payroll deductions received or held by the Company
        --------------
under  the  Plan  may  be used by the Company for any corporate purpose, and the
Company  shall  not  be  obligated  to  segregate  such  payroll  deductions.

18.     Reports.  Individual  accounts  shall be maintained for each participant
        -------
in the Plan.  Statements of account shall be given to participating Employees at
least  annually,  which  statements  shall  set  forth  the  amounts  of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash  balance,  if  any.

19.     Adjustments  Upon  Changes  in Capitalization, Dissolution, Liquidation,
        ------------------------------------------------------------------------
Merger  or  Asset  Sale.
  ---------------------

(a)     Changes  in  Capitalization.  Subject  to  any  required  action  by the
        ---------------------------
shareholders  of  the  Company,  the Reserves, the maximum number of shares each
participant  may  purchase each Purchase Period (pursuant to Section 7), as well
as  the price per share and the number of shares of Common Stock covered by each
option  under the Plan which has not yet been exercised 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 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.

(b)     Dissolution or Liquidation.  In the event of the proposed dissolution or
        --------------------------
liquidation  of  the  Company,  the  Offering  Period  then in progress shall be
shortened  by  setting  a new Exercise Date (the "New Exercise Date"), and shall
terminate  immediately prior to the consummation of such proposed dissolution or
liquidation,  unless  provided  otherwise  by  the Board.  The New Exercise Date
shall  be  before the date of the Company's proposed dissolution or liquidation.
The  Board  shall notify each participant in writing, at least ten (10) business
days  prior  to  the  New  Exercise  Date,  that  the  Exercise  Date  for  the
participant's  option  has  been  changed  to the New Exercise Date and that the
participant's  option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as  provided  in  Section  10  hereof.

(c)     Merger  or  Asset  Sale.  In  the  event  of  a  proposed sale of all or
        -----------------------
substantially  all  of  the  assets of the Company, or the merger of the Company
with or into another corporation, each outstanding option shall be assumed or an
equivalent  option  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, any Purchase Periods


                                        6


then  in  progress  shall  be shortened by setting a new Exercise Date (the "New
Exercise  Date")  and any Offering Periods then in progress shall end on the New
Exercise  Date.  The New Exercise Date shall be before the date of the Company's
proposed sale or merger.  The Board shall notify each participant in writing, at
least  ten  (10) business days prior to the New Exercise Date, that the Exercise
Date  for the participant's option has been changed to the New Exercise Date and
that  the  participant's  option  shall  be  exercised  automatically on the New
Exercise  Date, unless prior to such date the participant has withdrawn from the
Offering  Period  as  provided  in  Section  10  hereof.

20.     Amendment  or  Termination.
        --------------------------

(a)     The Board of Directors of the Company may at any time and for any reason
     terminate  or  amend the Plan.  Except as provided in Section 19 hereof, no
such  termination  can  affect  options  previously  granted,  provided  that an
Offering Period may be terminated by the Board of Directors on any Exercise Date
if  the Board determines that the termination of the Offering Period or the Plan
is  in  the  best  interests  of  the  Company  and its shareholders.  Except as
provided  in  Section  19  and this Section 20 hereof, no amendment may make any
change  in  any option theretofore granted which adversely affects the rights of
any participant.  To the extent necessary to comply with Section 423 of the Code
(or  any  successor rule or provision or any other applicable law, regulation or
stock  exchange  rule),  the Company shall obtain shareholder approval in such a
manner  and  to  such  a  degree  as  required.

(b)     Without  shareholder  consent  and  without  regard  to  whether  any
participant  rights  may  be  considered  to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period,  establish  the  exchange  ratio  applicable  to  amounts  withheld in a
currency  other  than  U.S. dollars, permit payroll withholding in excess of the
amount  designated by a participant in order to adjust for delays or mistakes in
the  Company's processing of properly completed withholding elections, establish
reasonable  waiting  and  adjustment  periods  and/or  accounting  and crediting
procedures  to  ensure  that amounts applied toward the purchase of Common Stock
for  each  participant  properly  correspond  with  amounts  withheld  from  the
participant's  Compensation,  and establish such other limitations or procedures
as  the  Board  (or  its  committee) determines in its sole discretion advisable
which  are  consistent  with  the  Plan.

(c)     In the event the Board determines that the ongoing operation of the Plan
may  result  in unfavorable financial accounting consequences, the Board may, in
its  discretion  and,  to the extent necessary or desirable, modify or amend the
Plan  to  reduce  or  eliminate  such  accounting consequence including, but not
limited  to:

     (i)  altering  the  Purchase  Price  for  any  Offering Period including an
Offering  Period  underway  at  the  time  of  the  change  in  Purchase  Price;

     (ii)  shortening  any Offering Period so that Offering Period ends on a new
Exercise  Date,  including  an Offering Period underway at the time of the Board
action;  and

     (iii)  allocating  shares.

     Such  modifications or amendments shall not require stockholder approval or
the  consent  of  any  Plan  participants.

21.     Notices.  All  notices  or  other communications by a participant to the
        -------
Company  under  or in connection with the Plan shall be deemed to have been duly
given  when received in the form specified by the Company at the location, or by
the  person,  designated  by  the  Company  for  the  receipt  thereof.

22.     Conditions  Upon  Issuance  of  Shares.  Shares shall not be issued with
        --------------------------------------
respect  to  an  option  unless the exercise of such option and the issuance and
delivery  of  such  shares  pursuant  thereto  shall  comply with all applicable
provisions  of  law,  domestic  or  foreign,  including, without limitation, the
Securities  Act  of  1933,  as  amended, the Securities Exchange Act of 1934, as


                                        7


amended,  the rules and regulations promulgated thereunder, and the requirements
of  any  stock  exchange  upon which the shares may then be listed, and shall be
further  subject to the approval of counsel for the Company with respect to such
compliance.

     As  a  condition  to the exercise of an option, the Company may require the
person  exercising  such option 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 by any of the
aforementioned  applicable  provisions  of  law.

23.     Term of Plan.  The Plan shall become effective upon the earlier to occur
        ------------
     of  its  adoption  by  the  Board  of  Directors  or  its  approval  by the
shareholders of the Company.  It shall continue in effect for a term of ten (10)
years  unless  sooner  terminated  under  Section  20  hereof.

24.     Automatic  Transfer  to  Low  Price  Offering  Period.  To  the  extent
        -----------------------------------------------------
permitted  by  any  applicable laws, regulations, or stock exchange rules if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering Period
is  lower  than the Fair Market Value of the Common Stock on the Enrollment Date
of  such Offering Period, then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of  their  option  on  such  Exercise  Date and automatically re-enrolled in the
immediately  following  Offering  Period  as  of  the  first  day  thereof.


                                        8


                                    EXHIBIT A
                                    ---------

                                 LANTRONIX, INC.
             AMENDED AND RESTATED 2000 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

_____  Original  Application     Enrollment  Date:___________
_____  Change  in  Payroll  Deduction  Rate
_____  Change  of  Beneficiary(ies)

1.     ____________________  hereby  elects  to  participate  in  the  Lantronix
Employee  Stock  Purchase  Plan  (the  "Employee  Stock  Purchase  Plan")  and
sub-scribes  to purchase shares of the Company's Common Stock in accordance with
this  Sub-scription  Agreement  and  the  Employee  Stock  Purchase  Plan.

2.     I hereby authorize payroll deductions from each paycheck in the amount of
____%  of  my  Compensation  on  each payday (from 0 to 15%) during the Offering
Period  in  accordance with the Employee Stock Purchase Plan.  (Please note that
no  fractional  percentages  are  permitted.)

3.     I  understand  that  said payroll deductions shall be accumulated for the
purchase  of  shares of Common Stock at the applicable Purchase Price determined
in  accordance with the Employee Stock Purchase Plan.  I understand that if I do
not withdraw from an Offering Period, any accumulated payroll deductions will be
used  to  automatically  exercise  my  option.

4.     I  have  received a copy of the complete Employee Stock Purchase Plan.  I
understand  that  my participation in the Employee Stock Purchase Plan is in all
respects  subject  to  the  terms  of the Plan.  I understand that my ability to
exercise the option under this Subscription Agreement is subject to share-holder
approval  of  the  Employee  Stock  Purchase  Plan.

5.     Shares  purchased for me under the Employee Stock Purchase Plan should be
issued  in  the  name(s)  of  (Employee  or  Employee  and  Spouse  only).

6.     I  understand  that if I dispose of any shares received by me pursuant to
the Plan within 2 years after the Enrollment Date (the first day of the Offering
Period  during  which  I  purchased  such shares) or one year after the Exercise
Date,  I  will  be  treated  for  federal income tax purposes as having received
ordinary income at the time of such disposition in an amount equal to the excess
of the fair market value of the shares at the time such shares were purchased by
me  over  the  price  which I paid for the shares.  I hereby agree to notify the
                                                    ----------------------------
Company in writing within 30 days after the date of any disposition of my shares
--------------------------------------------------------------------------------
and  I  will make adequate provision for Federal, state or other tax withholding
--------------------------------------------------------------------------------
obligations,  if any, which arise upon the disposition of the Common Stock.  The
--------------------------------------------------------------------------
Company  may,  but  will  not be obligated to, withhold from my compensation the
amount  neces-sary  to  meet any applicable withholding obligation including any
withholding  necessary  to  make  available to the Company any tax deductions or
benefits  attributable to sale or early disposition of Common Stock by me.  If I
dispose of such shares at any time after the expiration of the 2-year and 1-year
holding  periods,  I  understand  that  I will be treated for federal income tax
purposes  as  having  received  income only at the time of such disposition, and
that  such  income  will  be  taxed  as ordinary income only to the extent of an
amount  equal  to  the  lesser of (1) the excess of the fair market value of the
shares  at the time of such disposition over the purchase price which I paid for
the  shares,  or (2) 15% of the fair market value of the shares on the first day


                                        9


of  the  Offering Period.  The remainder of the gain, if any, recognized on such
disposition  will  be  taxed  as  capital  gain.

7.     I  hereby  agree  to be bound by the terms of the Employee Stock Purchase
Plan.  The  effectiveness  of  this  Subscription Agreement is dependent upon my
eligibility  to  participate  in  the  Employee  Stock  Purchase  Plan.

8.     In  the  event  of  my  death,  I  hereby  designate  the following as my
beneficiary(ies)  to  receive  all payments and shares due me under the Employee
Stock  Purchase  Plan:

NAME:  (Please  print)_____________________________________________________
                         (First)               (Middle)          (Last)
     _________________________
     Relationship

                              (Address)
     Employee's  Social
     Security  Number:        ____________________________________
     Employee's  Address:     ____________________________________
                              ____________________________________
                              ____________________________________

(1)     I  UNDERSTAND  THAT  THIS  SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT  SUCCESSIVE  OFFERING  PERIODS  UNLESS  TERMINATED  BY  ME.

Dated:_________________    ____________________________________
                           Signature  of  Employee

                           ____________________________________
                           Spouse's Signature (If beneficiary other than spouse)


                                       10


                                    EXHIBIT B
                                    ---------

                                 LANTRONIX, INC.
             AMENDED AND RESTATED 2000 EMPLOYEE STOCK PURCHASE PLAN
                              NOTICE OF WITHDRAWAL

     The  undersigned  participant  in  the  Offering  Period  of  the Lantronix
Employee  Stock  Purchase  Plan  which  began  on  ____________,  ______  (the
"Enrollment  Date")  hereby notifies the Company that he or she hereby withdraws
from  the  Offering  Period.  He or she hereby directs the Company to pay to the
undersigned  as  promptly  as practicable all the payroll deductions credited to
his  or  her  account  with  respect  to  such  Offering Period. The undersigned
understands  and  agrees that his or her option for such Offering Period will be
automatically  terminated.  The  undersigned understands further that no further
payroll  deductions  will  be  made  for  the  purchase of shares in the current
Offering  Period  and  the  undersigned  shall  be  eligible  to  participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.

Name  and  Address  of  Participant:
________________________________
________________________________
________________________________

Signature:
________________________________
Date:___________________________


                                       11