EXHIBIT 10.19

                                     FORM OF
                             REALITY NETWORKS, INC.
                             2001 STOCK OPTION PLAN


1. Purpose. The purpose of the 2001 Stock Option Plan (the "Plan") is to provide
a means by which Reality Networks, Inc. (the "Company") may attract, reward and
retain the services or advice of former, current or future employees, officers,
directors, agents and consultants, including members of technical advisory
boards and independent contractors of the Company and to provide added
incentives to them by encouraging stock ownership in the Company.

2. Stock Subject to This Plan. Subject to adjustment as provided below and in
Section 6 hereof, the stock subject to this Plan shall consist of shares of the
Company's common stock (the "Common Stock"), and the total number of shares of
Common Stock to be delivered upon the exercise of all options granted under this
Plan shall not exceed one million (1,000,000) shares, as such Common Stock was
constituted on the effective date of this Plan. If any option granted under this
Plan shall expire, be surrendered, exchanged for another option, cancelled or
terminated for any reason without having been exercised in full, the unpurchased
shares subject to such option shall again be available for purposes of this
Plan, including for replacement options which may be granted in exchange for
such surrendered, cancelled or terminated options. Shares issued upon exercise
of options granted under this Plan may be subject to such restrictions on
transfer, repurchase rights or other restrictions as may be determined by the
Board, including without restriction provisions relating to maintenance by the
Company of its status as an "S" corporation as defined in Section 1361 of the
Internal Revenue Code of 1986, as amended (the "Code").

3. Administration. This Plan shall be administered by the Board of Directors of
the Company (the "Board"). The Board may suspend, amend or terminate this Plan
as provided in Section 8.

         3.1 Powers. Subject to the specific provisions of this Plan, the Board
shall have the authority, in its discretion from time to time: (a) to grant the
stock options described in Section 5, including Incentive Stock Options and
Non-Qualified Stock Options, and to designate each option granted as an
Incentive Stock Option or a Non-Qualified Stock Option; (b) to determine, in
accordance with Section 5.1(f) of this Plan, the fair market value of the shares
of Common Stock subject to options; (c) to determine the exercise price per
share of options; (d) to determine the Optionees (as defined herein) to whom,
and the time or times at which, options shall be granted and the number of
shares of Common Stock to be represented by each option; (e) to interpret this
Plan; (f) to prescribe, amend and rescind rules and regulations relating to this
Plan; (g) to determine the terms and provisions of each option granted (which
need not be identical) and, with the consent of the holder thereof, modify or
amend each option; (h) to reduce the exercise price per share of outstanding and
unexercised options; (i) to defer, with the consent of the Optionee, or to
accelerate the exercise date of any option; (j) to waive or modify any term or

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provision contained in any option applicable to the underlying shares of Common
Stock; (k) to authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an option previously granted by
the Board; (l) to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any stock option agreement in the manner and to
the extent it shall deem expedient to carry the Plan into effect; and (m) to
make all other determinations deemed necessary or advisable for the
administration of this Plan. The interpretation and construction by the Board of
any terms or provisions of this Plan, any option issued hereunder or of any rule
or regulation promulgated in connection herewith and all actions taken by the
Board shall be conclusive and binding on all interested parties. The Board may
delegate administrative functions to individuals who are officers or employees
of the Company.

         3.2 Limited Liability. No member of the Board or officer of the Company
shall be liable for any action or inaction of the entity or body, or another
person or, except in circumstances involving bad faith, of himself or herself.
Subject only to compliance with the explicit provisions hereof, the Board may
act in their absolute discretion in all matters related to this Plan. 3.3

         3.3 Securities Exchange Act of 1934. At any time that the Company has a
class of securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), this Plan shall be administered by
the Board in accordance with Rule 16b-3 adopted under the Exchange Act, as such
rule may be amended from time to time.

         3.4 Committee. The Board by resolution may delegate to a committee of
the Board consisting of one or more members (the "Committee") any or all
authority for administration of the Plan. If a Committee is appointed, all
references to the Board in the Plan shall mean and relate to such Committee,
except that only the Board may amend, modify, suspend or terminate the Plan as
provided in Section 8.

4. Eligibility. The Board may award options to any former, current or future
employee, officer, director, agent or consultant, including any member of
technical advisory boards and any independent contractor, of the Company. Any
party to whom an option is granted under this Plan is referred to as an
"Optionee."

5. Awards. The Board may take the following actions from time to time,
separately or in combination, under this Plan: (a) grant "Incentive Stock
Options", as defined in Section 422 of the Code, to any employee of the Company
or its subsidiaries, as provided in Section 5.1 of this Plan; (b) grant options
other than Incentive Stock Options ("Non-Qualified Stock Options"), as provided
in Section 5.2 of this Plan; (c) grant options to officers, employees and others
in foreign jurisdictions, as provided in Section 5.7 of this Plan; and (d) grant
options in certain acquisition transactions, as provided in Section 5.8 of this
Plan.

         5.1 Incentive Stock Options. Incentive Stock Options shall be subject
to the following terms and conditions:

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                  (a) Incentive Stock Options may be granted under this Plan
only to employees of the Company or its subsidiaries, including employees who
are directors.

                  (b) No employee may be granted Incentive Stock Options under
this Plan to the extent that the aggregate fair market value, on the date of
grant, of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by that employee during any calendar year, under
this Plan and under any other incentive stock option plan (within the meaning of
Section 422 of the Code) of the Company or any subsidiary, exceeds one hundred
thousand dollars ($100,000). To the extent that any option designated as an
Incentive Stock Option exceeds the one hundred thousand dollars ($100,000)
limit, such option shall be treated as a Non-Qualified Stock Option. In making
this determination, options shall be taken into account in the order in which
they were granted, and the fair market value of the shares of Common Stock shall
be determined as of the time that the option with respect to such shares was
granted.

                  (c) An Incentive Stock Option may be granted under this Plan
to an employee possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company (as determined pursuant to
the attribution rules contained in Section 424(d) of the Code) only if the
exercise price is at least one hundred and ten percent (110%) of the fair market
value of the Common Stock subject to the option on the date the option is
granted, as described in Section 5.1(f) of this Plan, and only if the option by
its terms is not exercisable after the expiration of five (5) years from the
date it is granted.

                  (d) Except as provided in Section 5.5 of this Plan, no
Incentive Stock Option granted under this Plan may be exercised unless at the
time of such exercise the Optionee is employed by the Company or any subsidiary
of the Company and the Optionee has been so employed continuously since the date
such option was granted.

                  (e) Subject to Sections 5.1(c) and 5.1(d) of this Plan,
Incentive Stock Options granted under this Plan shall continue in effect for the
period fixed by the Board, except that no Incentive Stock Option shall be
exercisable after the expiration of 10 years from the date it is granted.

                  (f) The exercise price shall not be less than one hundred
percent (100%) of the fair market value of the shares of Common Stock covered by
the Incentive Stock Option at the date the option is granted. The fair market
value of shares shall be the closing price per share of the Common Stock on the
date of grant as reported on a securities quotation system or stock exchange. If
such shares are not so reported or listed, the Board shall determine the fair
market value of the shares of Common Stock in its discretion.

                  (g) The provisions of clauses (b) and (c) of this Section
shall not apply if either the applicable sections of the Code or the regulations
thereunder are amended so as to change or eliminate such limitations or to
permit appropriate modifications of those requirements by the Board.

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         5.2 Non-Qualified Stock Options. Non-Qualified Stock Options shall be
subject to the following terms and conditions:

                  (a) The exercise price may be more or less than or equal to
the fair market value of the shares of Common Stock covered by the Non-Qualified
Stock Option on the date the option is granted, and the exercise price may
fluctuate based on criteria determined by the Board. The fair market value of
shares of Common Stock covered by a Non-Qualified Stock Option shall be
determined by the Board, as described in Section 5.1(f).

                  (b) Unless otherwise established by the Board, any
Non-Qualified Stock Option shall terminate ten (10) years after the date it is
granted.

         5.3 Vesting. To ensure that the Company will achieve the purposes of
and receive the benefits contemplated in this Plan, any option granted to any
Optionee hereunder shall be exercisable according to the following vesting
schedule, except that the Board may waive this vesting schedule, establish a
different vesting schedule or provide for no vesting schedule for such options
as it determines: 5.2 (a) The exercise price may be more or less than or equal
to the fair market value of the shares of Common Stock covered by the
Non-Qualified Stock Option on the date the option is granted, and the exercise
price may fluctuate based on criteria determined by the Board. The fair market
value of shares of Common Stock covered by a Non-Qualified Stock Option shall be
determined by the Board, as described in Section 5.1(f). (b) (c) Unless
otherwise established by the Board, any Non-Qualified Stock Option shall
terminate 10 years after the date it is granted. (d) 5.3 Vesting. To ensure that
the Company will achieve the purposes of and receive the benefits contemplated
in this Plan, any option granted to any Optionee hereunder shall be exercisable
according to the following vesting schedule, except that the Board may waive
this vesting schedule, establish a different vesting schedule or provide for no
vesting schedule for such options as it determines:

         Months of Continuous
         Employment From the                    Portion of Total Option
         Base Date                                That is Exercisable
         ------------------------               -----------------------
         Less than 6 Months                               None
         6 Months or More                         1/36 for each month

         "Base Date" means a reference date established for the specific option
grant and Optionee by the Board.

         5.4 Nontransferability. Each option granted under this Plan and the
rights and privileges conferred hereby may not be transferred, assigned, pledged
or hypothecated in any manner (whether by operation of law or otherwise) other
than by will or by the applicable laws of descent and distribution, shall not be
subject to execution, attachment or similar process and shall be exercisable
during the Optionee's lifetime only by the Optionee. Any purported transfer or
assignment in violation of this provision shall be void.

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         5.5 Termination of Options.

                  5.5.1 Generally. Unless otherwise determined by the Board or
specified in the Optionee's Option Agreement, if the Optionee's employment or
service with the Company terminates for any reason other than for cause,
resignation, retirement, disability or death, and unless by its terms the option
sooner terminates or expires, then the Optionee may exercise, for a three (3)
month period, that portion of the Optionee's option which was exercisable at the
time of such termination of employment or service (provided the conditions of
Section 5.6.4 and any other conditions specified in the Option Agreement shall
have been met by the date of exercise of such option).

                  5.5.2 For Cause; Resignation.

                  (a) If an Optionee is terminated for cause or resigns in lieu
of dismissal, any option granted hereunder shall be deemed to have terminated as
of the time of the first act which led or would have led to the termination for
cause or resignation in lieu of dismissal, and such Optionee shall thereupon
have no right to purchase any shares of Common Stock pursuant to the exercise of
such option, and any such exercise shall be null and void. Termination for
"cause" shall include (i) the violation by the Optionee of any reasonable rule
or policy of the Board or the Optionee's superiors or the chief executive
officer or the President of the Company that results in damage to the Company or
which, after notice to do so, the Optionee fails to correct within a reasonable
time; (ii) any willful misconduct or gross negligence by the Optionee in the
responsibilities assigned to him or her; (iii) any willful failure to perform
his or her job as required to meet the objectives of the Company; (iv) any
wrongful conduct of an Optionee which has an adverse impact on the Company or
which constitutes a misappropriation of the assets of the Company; (v)
unauthorized disclosure of confidential information; or (vi) the Optionee's
performing services for any other company or person which competes with the
Company while he or she is employed by or provides services to the Company,
without the prior written approval of the chief executive officer of the
Company. "Resignation in lieu of dismissal" shall mean a resignation by an
Optionee of employment with or service to the Company if (i) the Company has
given prior notice to such Optionee of its intent to dismiss the Optionee for
circumstances that constitute cause, or (ii) within two (2) months of the
Optionee's resignation, the chief operating officer or the chief executive
officer of the Company or the Board determines, which determination shall be
final and binding, that such resignation was related to an act which would have
led to a termination for cause.

                  (b) If an Optionee resigns from the Company, the right of the
Optionee to exercise his or her option shall be suspended for a period of two
(2) months from the date of resignation, unless the President or chief executive
officer of the Company or the Board determines otherwise in writing. Thereafter,
unless there is a determination that the Optionee resigned in lieu of dismissal,
the option may be exercised at any time prior to the earlier of (i) the
expiration date of the option (which shall have been similarly suspended) or
(ii) the expiration of three months after the date of resignation, for that
portion of the Optionee's option which was exercisable at the time of such
resignation (provided the conditions of Section 5.6.4 and any other conditions
specified in the Option Agreement shall have been met at the date of exercise of
such option).

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                  5.5.3 Retirement. Unless otherwise determined by the Board, if
an Optionee's employment or service with the Company is terminated with the
Company's approval for reasons of age, the Option may be exercised at any time
prior to the earlier of (a) the expiration date of the option or (b) the
expiration of three months after the date of such termination of employment or
service, for that portion of the Optionee's option which was exercisable at the
time of such termination of employment or service (provided the conditions of
Section 5.6.4 and any other conditions specified in the Option Agreement shall
have been met at the date of exercise of such option).

                  5.5.4 Disability. Unless otherwise determined by the Board, if
an Optionee's employment or relationship with the Company terminates because of
a permanent and total disability (as defined in Section 22(e)(3) of the Code),
the option may be exercised at any time prior to the earlier of (a) expiration
date of the option or (b) the expiration of twelve (12) months after the date of
such termination, for up to the full number of shares of Common Stock covered
thereby, including any portion not yet vested (provided the conditions of
Section 5.6.4 and any other conditions specified in the Option Agreement shall
have been met by the date of exercise of such option).

                  5.5.5 Death. Unless otherwise determined by the Board, in the
event of the death of an Optionee while employed by or providing service to the
Company, the option may be exercised at any time prior to the earlier of (a) the
expiration date of the option or (b) the expiration of twelve (12) months after
the date of death by the person or persons to whom such Optionee's rights under
the option shall pass by the Optionee's will or by the applicable laws of
descent and distribution, for up to the full number of shares of Common Stock
covered thereby, including any portion not yet vested (provided the conditions
of Section 5.6.4. and any other conditions specified in the Option Agreement
shall have been met by the date of exercise of such option).

                  5.5.6 Extension of Exercise Period Applicable to Termination.
The Board, at the time of grant or at any time thereafter, may extend the three
(3) month and twelve (12) month exercise periods to any length of time not
longer than the original expiration date of the option, and may increase the
portion of an option that is exercisable, subject to such terms and conditions
as the Board may determine; provided, that any extension of the exercise period
or other modification of an Incentive Stock Option shall be subject to the
written agreement and acknowledgment by the Optionee that the extension or
modification disqualifies the option as an Incentive Stock Option.

                  5.5.7 Failure to Exercise Option. To the extent that any
portion of the option of any deceased Optionee or of any Optionee whose
employment or service terminates is not exercised within the applicable period,
all rights to purchase shares of Common Stock pursuant to such option shall
cease and terminate.

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                  5.5.8 Leaves. For purposes of this Section 5.5, with respect
to Incentive Stock Options, employment shall be deemed to continue while the
Optionee is on military leave, sick leave or other bona fide leave of absence
(as determined by the Board) in accordance with the policies of the Company.

         5.6 Exercise.

                  5.6.1 Procedure . Subject to the provisions of Section 5.3
above, each option may be exercised in whole or in part; provided, however, that
no fewer than fifty (50) shares (or the remaining shares then purchasable under
the option, if less than fifty (50) shares) may be purchased upon any exercise
of any option granted hereunder and that only whole shares will be issued
pursuant to the exercise of any option (the number of fifty (50) shares shall
not be changed by any transaction or action described in Section 6 unless the
Board determines that such a change is appropriate). Options shall be exercised
by delivery to the Secretary of the Company or his or her designated agent of
notice of the number of shares with respect to which the option is exercised,
together with payment in full of the exercise price.

                  5.6.2 Payment. Payment of the option exercise price shall be
made in full at the time the notice of exercise of the option is delivered to
the Secretary of the Company or his or her designated agent and shall be in cash
or bank certified or cashier's check for the shares of Common Stock being
purchased. The Board may determine at the time the option is granted for
Incentive Stock Options, or at any time before exercise for Non-Qualified Stock
Options, that additional forms of payment will be permitted, including without
limitation payment through irrevocable instructions to a stock broker to deliver
the amount of sales proceeds necessary to pay the appropriate exercise price and
withholding tax obligations, all in accordance with applicable governmental
regulations.

                  5.6.3 Withholding. Prior to the issuance of shares of Common
Stock upon the exercise of an option, the Optionee shall pay to the Company the
amount of any applicable federal, state or local tax withholding obligations.
The Company may withhold any distribution in whole or in part until the Company
is so paid. The Company shall have the right to withhold such amount from any
other amounts due or to become due from the Company, as the case may be, to the
Optionee, including salary (subject to applicable law) or to retain and withhold
a number of shares having a market value not less than the amount of such taxes
required to be withheld by the Company to reimburse it for any such taxes and
cancel (in whole or in part) any such shares so withheld.

                  5.6.4 Conditions Precedent to Exercise. The Board may
establish conditions precedent to the exercise of any option, which shall be
described in the relevant Option Agreement.

         5.7 Foreign Qualified Grants. Options under this Plan may be granted to
officers and employees of the Company and other persons described in Section 4
who reside in foreign jurisdictions as the Board may determine from time to
time. The Board may adopt such supplements to the Plan as are necessary to
comply with the applicable laws of such foreign jurisdictions and to afford
Optionees favorable treatment under such laws; provided, however, that no award
shall be granted under any such supplement on terms which are more beneficial to
such Optionees than the terms permitted by this Plan.

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         5.8 Corporate Mergers, Acquisitions, Etc. The Board may also grant
options under this Plan having terms, conditions and provisions that vary from
those specified in this Plan provided that such options are granted in
substitution for, or in connection with the assumption of, existing options
granted, awarded or issued by another corporation and assumed or otherwise
agreed to be provided for by the Company pursuant to or by reason of a
transaction involving a corporate merger, consolidation, acquisition of property
or stock, reorganization or liquidation to which the Company is a party.

         5.9 Holding Period. Unless otherwise determined by the Board, if a
person subject to Section 16 of the Exchange Act exercises an option within six
(6) months of the date of grant of the option, the shares of Common Stock
acquired upon exercise of the option may not be sold until six months after the
date of grant of the option.

         5.10 Option Agreements. Options granted under this Plan shall be
evidenced by written stock option agreements ("Option Agreements"), which shall
contain such terms, conditions, limitations and restrictions as the Board shall
deem advisable and which are consistent with this Plan. All Option Agreements
shall include or incorporate by reference the applicable terms and conditions
contained in this Plan.

6. Adjustments Upon Changes in Capitalization.

         6.1 Stock Splits, Capital Stock Adjustments. The aggregate number and
class of shares for which options may be granted under this Plan, the number and
class of shares covered by each outstanding option and the exercise price per
share thereof (but not the total price), and each such option, shall all be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock of the Company resulting from a stock split, stock
dividend or consolidation of shares or any like capital stock adjustment.

         6.2 Effect of Merger, Sale of Assets, Liquidation or Dissolution.

                  6.2.1 Mergers, Sale of Assets, Other Transactions. In the
event of a merger, consolidation or plan of exchange to which the Company is a
party or a sale of all or substantially all of the Company's assets (each, a
"Transaction"), the Board, in its sole discretion and to the extent possible
under the structure of the Transaction, shall select one of the following
alternatives for treating outstanding options under this Plan:

                  (a) Outstanding options shall remain in effect in accordance
with their terms;

                  (b) Outstanding options shall be converted into options to
purchase stock in the corporation that is the surviving or acquiring corporation
in the Transaction. The amount, type of securities subject thereto and exercise
price of the converted options shall be determined by the Board of the Company,
taking into account the relative values of the companies involved in the
Transaction and the exchange rate, if any, used in determining shares of the
surviving corporation to be issued to holders of shares of the Company. Unless
otherwise determined by the Board, the converted options shall be vested only to
the extent that the vesting requirements relating to options granted hereunder
have been satisfied; or

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                  (c) The Board shall provide a thirty (30) day period prior to
the consummation of the Transaction during which outstanding options shall be
exercisable to the extent vested and, if so determined by the Board in its
discretion, to the extent of the next portion of the option, if any, that would
vest and be exercisable after the consummation of the Transaction. Upon the
expiration of such thirty (30) day period, all unexercised options shall
immediately terminate.

                  6.2.2. Liquidation; Dissolution. In the event of the
liquidation or dissolution of the Company, options shall be treated in
accordance with Section 6.2.1(c).

         6.3 Fractional Shares. In the event of any adjustment in the number of
shares covered by any option, any fractional shares resulting from such
adjustment shall be disregarded and each such option shall cover only the number
of full shares resulting from such adjustment.

         6.4 Determination of Board to Be Final. All adjustments under this
Section 6 shall be made by the Board, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive. Unless an Optionee agrees otherwise, any change or adjustment to an
Incentive Stock Option shall be made, if possible, in such a manner so as not to
constitute a "modification," as defined in Section 424(h) of the Code, and so as
not to cause the Optionee's Incentive Stock Option to fail to continue to
qualify as an Incentive Stock Option.

7. Securities Regulations.

         7.1 Compliance with Law. Shares of Common Stock shall not be issued
with respect to an option granted under this Plan unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, any
applicable state securities laws, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, applicable laws
of foreign countries and other jurisdictions and the requirements of any
quotation service or 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, including the availability of an exemption from
registration for the issuance and sale of any shares hereunder. The inability of
the Company to obtain, from any regulatory body having jurisdiction, the
authority deemed by the Company's counsel to be necessary for the lawful
issuance and sale of any shares hereunder or the unavailability of an exemption
from registration for the issuance and sale of any shares hereunder shall
relieve the Company of any liability with respect of the nonissuance or sale of
such shares as to which such requisite authority shall not have been obtained.


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         7.2 Investment Purpose. As a condition to the exercise of an option,
the Company may require the Optionee to represent and warrant at the time of any
such exercise that the shares of Common Stock 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 relevant provision of the aforementioned laws. The Company may place a
stop-transfer order against any shares of Common Stock on the official stock
books and records of the Company, and a legend may be stamped on stock
certificates to the effect that the shares of Common Stock may not be pledged,
sold or otherwise transferred unless an opinion of counsel is provided
(concurred in by counsel for the Company) stating that such transfer is not in
violation of any applicable law or regulation. The Board may also require such
other action or agreement by the Optionees as may from time to time be necessary
to comply with the federal and state securities laws. THIS PROVISION SHALL NOT
OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THE OPTIONS OR STOCK
THEREUNDER.

8. Amendment and Termination.

         8.1 Plan. The Board may at any time suspend, amend or terminate this
Plan, provided that, except as set forth in Section 6, the approval of the
Company's shareholders is necessary within twelve (12) months before or after
the adoption by the Board of any amendment that will:

                  (a) increase the number of shares of Common Stock that are to
be reserved for the issuance of options under this Plan;

                  (b) permit the granting of stock options to a class of persons
other than those presently permitted to receive stock options under this Plan;
or

                  (c) require shareholder approval under applicable law,
including Section 16(b) of the Exchange Act.

         8.2 Options. Subject to the requirements of Section 422 of the Code
with respect to Incentive Stock Options and to the terms and conditions and
within the limitations of this Plan, the Board may modify or amend outstanding
options granted under this Plan. The modification or amendment of an outstanding
option shall not, without the consent of the Optionee, impair or diminish any of
his or her rights or any of the obligations of the Company under such option.
Except as otherwise provided in this Plan, no outstanding option shall be
terminated without the consent of the Optionee. Unless the Optionee agrees
otherwise, any changes or adjustments made to outstanding Incentive Stock
Options granted under this Plan shall be made in such a manner so as not to
constitute a "modification," as defined in Section 424(h) of the Code, and so as
not to cause any Incentive Stock Option issued hereunder to fail to continue to
qualify as an Incentive Stock Option as defined in Section 422(b) of the Code.

         8.3 Automatic Termination. Unless sooner terminated by the Board, this
Plan shall terminate ten years from the date on which this Plan is adopted by
the Board. No option may be granted after such termination or during any
suspension of this Plan. The amendment or termination of this Plan shall not,
without the consent of the Optionee, alter or impair any rights or obligations
under any option theretofore granted under this Plan.

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9. Miscellaneous.

         9.1 Time of Granting Options. The date of grant of an option shall, for
all purposes, be the date on which the Company completes the required corporate
action relating to the grant of an option; the execution of an Option Agreement
and the conditions to the exercise of an option shall not defer the date of
grant.

         9.2 No Status as Shareholder. Neither the Optionee nor any party to
which the Optionee's rights and privileges under the option may pass shall be,
or have any of the rights or privileges of, a shareholder of the Company (a
"Shareholder") with respect to any of the shares of Common Stock issuable upon
the exercise of any option granted under this Plan unless and until such option
has been exercised and the issuance (as evidenced by the appropriate entry on
the books of the Company or duly authorized transfer agent of the Company) of
the stock certificate evidencing such shares.

         9.3 Status as an Employee. Nothing in this Plan or in any option
granted pursuant to this Plan shall confer upon any Optionee any right to
continue in the employ of the Company, or to interfere in any way with the right
of the Company to terminate his or her employment or other relationship with the
Company at any time.

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

10. Effectiveness of This Plan. This Plan shall become effective upon adoption
by the Board so long as it is approved by the Company's shareholders any time
within twelve (12) months after the adoption of this Plan. No option granted
under this Plan to any officer or director of the Company shall become
exercisable, however, until the Plan is approved by the shareholders, and any
options granted prior to such approval shall be conditioned upon and are subject
to such approval.

         Adopted by the Board of Directors as of the 28th day of September,
2001.



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