Exhibit 10.1



NETCHIP TECHNOLOGY, Inc.

1996 FLEXIBLE STOCK INCENTIVE PLAN







1.  Establishment, Purpose, and Definitions.



(a)	There is hereby adopted the 1996 Flexible
Stock Incentive Plan (the "Plan") of NetChip Technology, Inc., a
California corporation (the "Company").



(b)		The purpose of the Plan is to provide a means
whereby eligible individuals (as defined in Section 4, below) can acquire Common
Stock of the Company (the "Stock").  The Plan provides employees
(including officers and directors who are employees)

of the Company and of its Affiliates (as defined below) an
opportunity to purchase shares of Stock pursuant to options which may qualify as
incentive stock options (referred to as "incentive stock options")
under Section 422 of the Internal Revenue Cod of 1986, as amended (the
"Code"), and employees, officers, directors, independent contractors,
and consultants of the Company and of its Affiliates (as defined below) an
opportunity to purchase shares of Stock pursuant to options which are not
described in Sections 422 or 423 of the Code (referred to as "nonqualified
stock options").  The Plan also provides for the sale of Stock to eligible
individuals in connection with the performance of services for the Company or
it's Affiliates (as defined below).



(c)		The term "Affiliates" as used in the
Plan means parent or subsidiary corporations, as defined in Sections 424(e) and
(f) of the Code (but substituting the "Company" for "employer
corporation"), including parents or subsidiaries which become such after
adoption of the plan.



2.	Administration of the Plan.



(a)		The Plan shall be administered by
the Board of Directors of the Company (the "Board").  The Board may
delegate the responsibility for administering the Plan to a committee, under
such terms and conditions as the Board shall determine (the
"Committee").  References in this Plan to the "Committee"
shall mean the Board if the Board has not delegated responsibility to a separate
committee.  Members of the Committee shall serve at the pleasure of the board.
The Committee shall select one of its members as chairman, and shall hold
meetings at such times and places as it may determine.  A majority of the
Committee shall constitute a quorum and acts of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all the members of the
Committee, shall be the valid acts of the Committee.



(b)		The Committee shall determine which
eligible individuals (as defined in Section 4, below) shall be granted options
under the Plan, the timing of such grants, the terms thereof (including any
restrictions on the Stock), and the number of shares subject to such
options.



(c)		The Committee may amend the terms of
any outstanding option granted under this Plan, but any amendment which would
adversely affect the participant's rights under tan outstanding option shall not
be made without the participant's written consent.  The Committee may, with the
participant's written consent, cancel any outstanding stock option or accept any
outstanding stock option in exchange for a new option.



(d)		The Committee shall also determine
which eligible individuals (as defined in Section 4, below) shall be issued
Stock under the Plan, the timing of such grants, the terms thereof (including an
restrictions), and the number of shares to be granted.  The Stock shall be
issued for such consideration (if any) as the Committee deems appropriate.
Stock issued subject to the restrictions shall be evidenced by a written
agreement (the "Restricted Stock Purchase Agreement").  The Committee
may amend any Restricted Stock Purchase Agreement, but any amendment which would
adversely affect the shareholder's rights to the Stock shall not be made without
his or her written consent.



(e)		The Committee shall have the sole
authority, in its absolute discretion to adopt, amend, and rescind such rules
and regulations as, in its opinion, may be advisable for the administration of
the Plan, to construe and interpret the Plan, the rules and the regulations, and
the instruments evidencing options or Stock granted under the Plan and to make
all other determinations deemed necessary or advisable for the administration of
the Plan.  All decisions, determinations, and interpretations of the Committee
shall be binding on all participants.



3.	Stock Subject to the Plan.



(a)		An aggregate of not more than
3,000,000 shares of Stock shall be available for the grant of stock options or
the issuance of Stock under the Plan.  If any option is surrendered (except
surrender for the shares of Stock) or for any other reason ceases to be
exercisable in whole or in part, the shares which were subject to such option
but as to which the option had not been exercised shall continue to be available
under the Plan.  Any Stock which is retained by the Company upon exercise of an
option in order to satisfy the exercise price for such option or any withholding
taxes due with respect to such option exercise shall be treated as issued to the
participant and will thereafter not be available under the Plan.



(b)	If there is any change in the Stock
subject to the Plan, a Stock  Option Agreement, or a Restricted Stock Purchase
Agreement through  merger, consolidation, reorganization, recapitalization,
,reincorporation, stock split, stock dividend, or other change in the capital
structure of the Company, appropriate adjustments shall be made by the Committee
in order to preserve but not to increase the benefits to the individual,
including adjustments to the aggregate number, kind and price per share of
shares subject to the Plan, a Stock Option Agreement, or a Restricted Stock
Purchase Agreement.



4.		Eligible Individuals.	Individuals who
shall be eligible to have granted to them the options, or Stock provided for by
the Plan shall be such employees, officers, directors, independent contractors
and consultants of the  Company or an affiliate as the Committee, in its
discretion, shall designate from time to time.  Notwithstanding the foregoing,
only employees of the Company or an Affiliate (including officers and directors
who are bona fide employees ) shall be eligible to recieve incentive stock
options.



5.	The Option Price.	The exercise price of
the Stock covered by each incentive stock option shall be not less than the per
share fair market value of such Stock on the date the option is granted.  The
exercise price of the Stock covered by each nonqualified stock option shall be
as determined by the Committee and shall be not less than 85% of the per share
fair market value of such Stock on the date the option is granted.
Notwithstanding the foregoing, in the case of a stock option granted to a person
possessing more than 10% of the combined voting power of the Company or an
Affiliate, the exercise price shall be not less than 110% of the fair market
value of the Stock on the dated the option is granted.  The exercise price of an
option shall be subject to the adjustment to the extent provided in Section
3(b), above.



6.	Terms and Conditions of Options.



(a)	Each option granted pursuant to the Plan
will be evidenced by a written stock option agreement (the "Stock Option
Agreement") executed by the Company and the person to whom such option is
granted.



(b)	The Committee shall determine the term of each
option granted under the Plan; provided, however, that the term of an incentive
stock option shall not be more than 10 years and that, in the case of an
incentive stock option granted to a person possessing more than 10% of the
combined voting power of the Company or an Affiliate, the term shall be for no
more than five years.



(c)	In the case of incentive stock options, the
aggregate fair market value (determined as of the time such option is granted)
of the Stock with respect to which incentive stock options are exercisable for
the first time by an eligible employee in any calendar year (under this Plan and
any other plans of the Company or its Affiliates) shall not exceed $100,000.



(d)	The Stock Option Agreement may contain such
other terms, provisions and conditions consistent with this Plan as may be
determined by the Committee.  If an option, or any part thereof is intended to
qualify as an incentive stock option, the Stock Option Agreement shall contain
those terms and conditions which are necessary to so qualify it.
Notwithstanding the foregoing, no option granted under the Plan may vest as less
than the rate required by the California Department of Corporations rules as in
effect on the date of grant.



7.	Terms and Conditions of Stock Purchases



(a)	Each sale or grant of stock pursuant to the
Plan will be evidenced by a written Restricted Stock Purchase Agreement executed
by the Company and the person to whom such stock is sold or granted.



(b)	The Restricted Stock Purchase Agreement may
contain such other terms, provisions and conditions consistent with the Plan as
may be determined by the Committee, including not by way of limitation,
restrictions on transfer, forfeiture provisions, repurchase provisions and
vesting provisions.  Notwithstanding the foregoing, no restricted stock purchase
granted under the Plan my vest at less than the rate required by the California
Department of Corporations rules as in effect on the date of grant.



(c)	The purchase price of Stock sold hereunder
pursuant to a Restricted Stock Purchase Agreement shall be the price determined
by the Committee on the date the right to purchase Stock is granted; provided,
however that (i) such price shall not be less than 85% of the per share fair
market value of such Stock on the date the right to purchase Stock is granted
and (ii) in the case of any person possessing more than 10% of the total
combined voting power of all classes of stock of the Company or an Affiliate,
such price shall be not less than 100% of the per share fair market value of
such Stock at the time the right to purchase Stock is granted, or at the time
the purchase is consummated.



8.	Use of Proceeds.	Cash proceeds realized
from the sale of Stock under the Plan shall constitute general funds of the
Company.



9.	Amendment, Suspension, or Termination of the
Plan.



(a)	The Board may at any time amend, suspend
or terminate the Plan as it deems advisable; provided that such amendment,
suspension or termination complies with all applicable requirements of state and
federal law, including any applicable requirement that the Plan or an amendment
to the Plan be approved the Company's shareholders, and provided further that,
except as provided in Section 3(b), above, the Board shall in no event amend the
Plan in the following respects without the consent of shareholders than
sufficient to approve the Plan in the first instance:



(i)	To increase the maximum number of shares
	subject to incentive stock options issued under the Plan; or

(ii)	To change the designation or class of
	persons eligible to receive incentive stock options under the Plan.



10.	Assignability.	Each option granted
pursuant to this Plan shall, during participant's lifetime, be exercisable only
by participant, and neither the option nor any right hereunder shall be
transferable by the participant by operation of law or otherwise other than by
will or the laws of descent and distribution.  Stock subject to a Restricted
Stock Purchase Agreement shall be transferable only as provided in such
Agreement.



11.	Payment Upon Exercise of Options.



(a)	Payment of the purchase price upon
exercise of any option granted under this Plan shall be made in cash, certified
check or wire transfer; provided, however, that the Committee, in its sole
discretion, may permit a participant to pay the option price in whole or in part
(i) with shares of Stock owned by the participant; (ii) by delivery on a form
prescribed by the Committee of an irrevocable direction to a securities broker
approved by the Committee to sell share and deliver all or a portion of the
proceeds to the Company in payment for the Stock; (iii) by delivery of the
participant's promissory note with such recourse, interest, security, and
redemption provisions  as the Committee in its discretion determines
appropriate; or (iv) in any combination of the foregoing.  Any stock used to
exercise options shall be valued at is fair market value on the date of the
exercise of the option.  In addition, the Committee, in its sole discretion, may
authorize the surrender by a participant of all or part of an unexercised option
and authorize a payment in consideration thereof of an amount equal to the
difference between the aggregate fair market value of the Stock subject to such
option and the aggregate option price of such Stock.  In the Committee's
discretion, such payment may be made in cash, shares of Stock with a fair market
value on the date of surrender equal to the payment amount, or some combination
thereof.



(b)	In the event that the exercise price is
satisfied by the Committee retaining from the shares of Stock otherwise to be
issued to participant shares of Stock having a value equal to the exercise
price, the Committee may, in its sole discretion, issue participant and
additional option, entitling participant to purchase additional Stock in an
amount equal to the number of share so retained.

12.	Withholding Taxes.



(a)	No Stock shall be granted or sold under
the Plan to any participant, until the participant has made arrangements
acceptable to the Committee for the satisfaction of federal, state, and local
income and social security tax withholding obligations, including without
limitation obligations incident to the receipt of Stock under the Plan, the
lapsing of restrictions applicable to such Stock, the failure to satisfy the
conditions for treatment as incentive stock option sunder the applicable tax
law, or the receipt of cash payment.  Upon exercise of a stock option or lapsing
or restriction on Stock issued under the Plan, the Company may satisfy its
withholding obligations by withholding from the participant or requiring the
participant to surrender shares of the Company's Stock sufficient to satisfy
federal, state, and local income and social security tax withholding
obligations.



(b)	In the event the such withholding is satisfied
by the Company or the participant's employer retaining from the shares of Stock
otherwise to be issued to participant shares of Stock having a value equal to
such withholding tax, the committee may, in its sole discretion, issue
participant and additional option, entitling participant to purchase additional
Stock in a amount equal to the number of shares so retained.



13.	Restrictions on Transfer of
Shares.		The Stock acquired pursuant to the Plan shall be subject to
such restrictions and agreements regarding sale, assignment, encumbrances or
other transfer as are in effect among the shareholders of the Company at the
time such Stock is acquired, as well as to such other restrictions as the
Committee shall deem advisable.



14.	Shareholder Approval.		This Plan
shall only become effective with regard to incentive stock options upon its
approval by a majority of the shareholders within 12 months of the Board's
adoption of the Plan.  The Committee may grant incentive stock options under the
Plan prior to such approval by the shareholders, but until shareholder approval
of the Plan is obtained, no incentive stock option shall be exercisable.  Any
nonqualified stock option that is exercised before shareholder approval is
obtained must be rescinded if shareholder approval is not obtained within 12
months before or after the Plan is adopted.



15.	Information to Plan Participants	The
Company shall provide, at least annually, to each Plan participant, during any
period for which said participant has one or more options or shares acquired
pursuant to the Plan outstanding, copies of financial statements of the Company
issued during said period.



---

NETCHIP TECHNOLOGY, INC.



INCENTIVE STOCK OPTION AGREEMENT



This Agreement is made as of November 19, 2003
between NetChip Technology, Inc., a California corporation (the
"Company") and John Chasko ("Optionee).



RECITALS:



WHEREAS, the Company has adopted the 1996 Flexible Stock
Incentive Plan (the "Plan"), which Plan is incorporated in this
Agreement by reference and made a part of it; and



WHEREAS, the Company regards Optionee as a valuable
employee of the Company, and has determined that it would be to the advantage
and in the interests of the Company and its shareholders to grant the options
provided for in this Agreement to Optionee as an inducement to remain in the
service of the Company (as defined in the Plan) and as an incentive for
increased efforts during such service;



NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties to the Agreement hereby agree as follows:



1.	Option Grant.	The Company hereby grants
to Optionee the right and option to purchase from the Company on the terms and
conditions hereinafter set forth, all or any part of an aggregate of 6,000
shares of Common Stock of the Company (the "Stock").  This option is
intended to satisfy the requirements of Section 422 of the Internal Revenue Code
of 1986 , as amended (the "Code") and qualify as an incentive stock
option.



2.	Option Price.	The purchase price of the
Stock subject to this option shall be $0.21 per share, which price is not less
than the per share fair market value of such Stock as of November 19, 2003 (the
"Grant Date") as determined by the Board of Directors of the Company
or a committee designated by it (the "Committee"), or, if Optionee
possesses more than ten percent of the combined voting power of the Company or
any of its Affiliates, not less than 110 percent of the per share fair market
value of the Stock as of the Grant Date as determined by the Committee.  The
term "Option Price" as used in this Agreement refers to the purchase
price of the Stock subject to this option.



3.	Option Period.	This option shall e
exercisable only during the Option Period, and during such Option Period, the
exercisability of the option shall be subject to the limitations of Section 4
and the vesting provisions of Section 5.  the Option Period shall commence on
the Grant Date and except as provided in Section 4, shall terminate (the
"Termination Date") ten years from the Grant Date; provided, however,
that the Option Period for a person possessing more than ten percent of the
combined voting power of the Company or an Affiliate shall terminate five years
from the Grant Date.



4.	Limits on Option Period.	The Option
Period may end before the Termination Date, as follows:



(a)	Termination of Employment.	If
Optionee ceases to be a bona fide employee of the Company or an Affiliate for
any reason other than disability (within the meaning of subsections (c) and (d)
or death during the Option Period, the Option Period shall terminate three
months after the date of such cessation of employment or on the Termination
Date, whichever shall first occur, and the option shall be exercisable only to
the extent exercisable under Section 5 on the date of Optionee's cessation of
employment.



(b)	Death.	If Optionee dies while in the
employ of the Company or any of its Affiliates, the Option Period shall end one
year after the date of death or on the Termination Date, whichever shall first
occur, and Optionee's executor or administrator or the person or persons to whom
Optionee's rights  under this option shall pass by will or by the applicable
laws of descent and distribution  may exercise this option only to the extent
exercisable under Section 5 on the date of the Optionee's death.



(c)	Disability.		If Optionee's
employment is terminated by reason of disability, the Option Period shall end
one year after the date of Optionee's cessation of employment or on the
Termination Date, whichever shall first occur, and the option shall be
exercisable only to the extent exercisable under Section 5 on the date of
Optionee's cessation of employment.  Optionee understands that exercise of
the option, if Optionee's employment is terminated by reason of disability that
is not deemed total and permanent disability within  the meaning  the meaning of
Section 22(e)(3) of the Code, more than 90 days after termination will result in
the disqualification of this option as an incentive stock option for tax
purposes.



(d)	Leave of Absence.	If Optionee is
on a leave of absence from the Company or an Affiliate because of his
disability, or for the purpose of serving the government of the country in which
the principal place of employment of Optionee is location, either in a military
or civilian capacity, or for such other purpose or reason as the Committee may
approve, Optionee shall not be deemed during the period of such absence, by
virtue of such absence alone, to have terminated employment with the Company or
an Affiliate except as the Committee may otherwise expressly provide.



5.	Vesting of Right to Exercise
Option.		Subject to other limitations contained in this Agreement, the
Optionee shall have the right to exercise the option such that the options are
fully exercisable four (4) years from January 1, 2004 as follows:



(i)	As to 25% of the number of shares covered by
this Agreement on, (one year from January 1, 2004);



(ii)	As to the 1/36th of the remaining
number of shares covered by this Agreement, on the last day of each month
thereafter until the option is fully exercisable.



Any portion of the option that is not exercised shall
accumulate and may be exercised at any time during the Option Period prior to
the Termination Date.  No partial exercise of this option may be for less than 5
percent of the total number of shares than available under this option.  In no
event shall the  Company be required to issue fractional shares.
Notwithstanding the foregoing, the aggregate fair market value (determined as of
the time such option is granted) of the Stock with respect to which incentive
stock options are exercisable for the first time in any calendar year (under the
Plan and any other incentive stock option plans of the Company or its
Affiliates) shall not exceed $100,000.



6.	Method of Exercise.	Optionee may exercise
the option with respect to all or any part of the shares of Stock then subject
to such exercise as follows:

(a)	Delivery of Written Notice and Option
Price.	By giving the Company written notice of such exercise, specifying
the number of such shares as to which this option is exercised.  Such notice
shall be accompanied by an amount equal to the Option Price of such shares, in
the form of any one or a combination of the following: (i) cash, a certified
check, or wire transfer payable to the order of the Company in lawful money of
the United States: (ii) by delivery on a form prescribed by the Committee of an
irrevocable direction to a securities broker approved the Committee to sell
shares and deliver all or a portion of the proceeds to the Company in Payment
for the Stock; (iii) shares of Stock valued on the date of exercise at fair
market value; or (iv) if authorized for Optionee by the Committee, notes.  The
shares of Stock shall be valued in accordance with procedures established by the
Committee.  Any note used to exercise this option shall be a full recourse,
interest-bearing obligation containing such terms as the Committee shall
determine.  If a  note is used, the Optionee agrees to execute such further
documents as the Committee may deem necessary or appropriate in connection with
issuing the note, perfecting a security interest in the Stock purchased with the
note, and any related terms or conditions that the Committee may propose.  Such
further documents may include, not by way of limitation, a security agreement,
an escrow agreement, a voting trust agreement and an assignment separate from
certificate.



(b)	Execution of Agreement.		Optionee
(and Optionee's spouse, if any) shall be required, as a condition precedent to
acquiring Stock through the exercise of the option, to execute one or more
agreements relation to obligations in connection with ownership of the Stock or
restrictions to which the other shareholders of the Company are subject at the
time of such exercise.



(c)	Investment Representation.	If
required by the Committee, Optionee shall give the Company satisfactory
assurance in writing, signed by Optionee or his legal representative, as the
case may be, that such shares are being purchased for investment and not with a
view to the distribution thereof, provided that such assurance shall be deemed
inapplicable to (1) any sale of such shares by such Optionee made in accordance
with the terms of a registration statement covering such sale, which may
hereafter be filed and become effective under the Securities Act of 1933, as
amended (the "Securities Act"), and with respect to which no stop
order suspending the effectiveness thereof has been issued, and (2) any other
sale of such shares with respect to which in the opinion of counsel for the
Company, such assurance is not required to be given in order to comply with the
provisions of the Securities Act.

(d)	Delivery of Certificates.		As
soon as practicable after receipt of the notice required in Section 6(a) and
satisfaction of the conditions set forth in Sections 6(b) and 6(c), the Company
shall, without transfer or issue tax and without other incidental expense to
Optioinee, deliver to Optionee at the office of the Company, at

_________________________________________, or such other
place as m ay be mutually acceptable to the Company and Optionee, a certificate
or certificates of such shares of Stock; provided, however, that the time of
such delivery may be postponed by the Company for such period as may be required
for it with reasonable diligence to comply with applicable registration
requirements under the Securities Act, the Securities Exchange Act of 1934, as
amended, any applicable listing requirements of any national securities
exchange, and requirements under an other law or regulation applicable to the
issuance or transfer of such shares.

7.	Corporate Transactions.

(a)	Definition.		For the purposes
of this Section 7, a "Corporate Transaction" shall include any of the
following shareholder-approved transactions to which the Company is a party:

(i)	a merger or consolidation in which the
Company is not the surviving entity, except for (1) a transaction the principal
purpose of which is to change the state of the Company's incorporation, or (2) a
transaction in which the Company's shareholders immediately prior to such merger
or consolidation hold (by virtue of securities received in exchange for their
shares in the Company) securities of the surviving entity representing more than
fifty percent (50%) of the total voting power of such surviving entity
immediately after such transaction;

(ii)	the sale, a transfer or other disposition
of all or substantially all of the assets of the Copany unless the Company's
shareholders immediately prior to such sale, transfer or other disposition hold
(by virtue of securities received in exchange for their shares in the Company)
securities of the purchaser or other transferee representing more than fifty
percent (50%) of the total voting power of such entity immediately after such
transaction; or

(iii)	any merger in which the Company is the
surviving entity but in which the Company's shareholders immediately prior to
such merger do not hold (by virtue of their shares in the Company held
immediately prior to such transaction) securities of the surviving entity (by
virtue of their shares in the Company held immediately prior to such
transaction) representing more than fifty percent (50%) of the total voting
power of the surviving entity immediately after such transaction.

(b)	Effect.	In the event of any
Corporate Transaction, this option shall terminate immediately prior to the
specified effective date of the Corporate Transaction unless assumed by the
successor corporation or its parent company, pursuant to options providing
substantially equal value and having substantially equivalent provisions as the
options granted pursuant to this Agreement.

8.	Adjustments for Changes in Stock.	If
there should be any change in a class of Stock subject to this option, through
merger, consolidation, reorganization, recapitalization, reincorporation, stock
split, stock dividend or other change in the capital structure of the Company
(except for a Corporate Transaction described in Section 7), the Company shall
make appropriate adjustments in order to preserve, but not to increase, the
benefits to Optionee, including adjustments in the number of shares of such
Stock subject to this option and in the price per share.  Any adjustments made
pursuant to this Section 8 as a consequence of a change in the capital structure
of the Company shall not entitle Optionee to acquire a number of shares of such
Stock of the Company or shares of stock of any successor company greater than
the number of shares Optionee would receive if, prior to such a change, Optionee
had actually held a number of shares of such Stock equal to the number of shares
then subject to this option.

9.	Limitations on Transfer of Option.	This
option shall, during Optionee's lifetime, be exercisable only by Optionee, and
neither this option nor any right hereunder shall be transferable by Optionee by
operation of law or otherwise other than by will or the laws of descent and
distribution.  In the event of any attempt by Optionee to alienate, assign,
pledge, hypothecate, or otherwise dispose of this option or of any right
hereunder, except as provided for in this Agreement, or in the event of the levy
of any attachment, execution, or similar process upon the rights or interest
hereby conferred, the Company at its election may terminate this option by
notice to Optionee and this option shall thereupon become null and void.

10.	No Shareholder Rights.	Neither Optionee
nor any person entitled to exercise Optionee's rights in the event of this death
shall have any of the rights of a shareholder with respect to the shares of
Stock subject to this option except to the extent the certificates for such
shares shall have been issued upon the exercise of this option.

11.	NO EFFECT ON TERMS OF
EMPLOYMENT.	SUBJECT TO THE TERMS OF ANY WRITTEN EMPLOYMENT CONTRACT TO
THE CONTRARY, THE COMPANY (OR ITS AFFILIATE WHICH EMPLOYS OPTIONEE) SHALL HAVE
THE RIGHT TO TERMINATE OR CHANGE THE TERMS OF EMPLOYMENT OF OPTIONEE AT ANY TIME
AND FOR ANY REASON WHATSOEVER, WITH OR WITHOUT CAUSE.

12.	Notice.	Any notice required to be given
under the terms of this Agreement shall be addressed to the Copany in care of
its Secretary at the Office of the Company at NetChip Technology, inc., 625C
Clyde Avenue, Mountain View, California 94043, and any notice to be given to
Optionee shall be addressed to him at the address given by him beneath his
signature to the Agreement, or such other address as either party to this
Agreement may hereafter designate in writing to the other.  Any such notice
shall be deemed to have been duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, express or certified and deposited
(postage or certification fee prepaid) in a post office or branch office
regularly maintained by the United States.

13.	Lock-Up Agreement.

(a)	Agreement.	Optionee if requested
by the Company and the lead underwriter of any public offering of the Common
Stock or other securities of the Company (the "Lead Underwriter"),
hereby irrevocably agrees not to sell, contract to sell, grant any option to
purchase, transfer the economic risk of ownership in, make any short sale of,
pledge or otherwise transfer or dispose of an interest in any Common Stock or an
securities convertible into or exchangeable or exercisable for or any other
rights to purchase or acquire common Stock (except Common Stock included in such
public offering or acquired on the public market after such offering) during the
180-day period following the effective date of a registration statement of the
Company filed under the Securities Act, or such shorter period of time as the
Lead Underwriter shall specify.  Optionee further agrees to sign such documents
as may be requested by the Lead Underwriter to effect the foregoing and agrees
that the Company may impose stop-transfer instructions with respect to such
common Stock until the end of such period.  The Company and Optionee acknowledge
that each Lead Underwriter of a public offering of the Company's stock, during
the period of such offering and for the 180-day period thereafter, is an
intended beneficiary of this Section 13.

(b)	Permitted Transfers.	Notwithstanding
the foregoing, Section 13(a) shall not prohibit Optionee from transferring any
shares of Common Stock or securities convertible into or exchangeable or
exercisable for the  Company's Common Stock either during Optionee's lifetime or
on death by will or intestacy to Optionee's immediate family or to a trust the
beneficiaries of which are exclusively Optionee and/or a member or members of
Optionee's immediate family; provided, however, that prior to any such transfer,
each transferee shall execute an agreement pursuant to which each transferee
shall agree to receive and hold such securities subject to the provisions of
Section 13 hereof.  For the purposes of this Section, the term "immediate
family" shall mean spouse, lineal descendant, father, brother, sister of
the transferor.

(c)	No Amendment Without Consent of
Underwriter.During the period from identification as a Lead Underwriter in
connection with any public offering of the Company's Common Stock until the
earlier of (i) the expiration of the lock-up period specified in Section 13(a)
in connection with such offering or (ii) the abandonment of such offering by the
Company and the Lead Underwriter, the provisions of Section 13 may not be mended
or waived except with the consent of the Lead Underwriter.

14.	Committee Decisions Conclusive.	All
decisions of the Committee upon any question arising under the Plan or under
this Agreement shall be conclusive.

15.	Successors.		This Agreement shall be
binding upon and inure to the benefit of any successor or successors of the
Company.  Where the context permits, "Optionee" as used in this
Agreement shall include Optionee's executor, administrator or other legal
representative or the person or persons to whom Optionee's rights pass by will
or the applicable laws of descent and distribution.

16.	Early Dispositions.

(a)	Loss of ISO
Treatment.		Optionee understands that any disposition of any shares
acquired by exercise of this option occurring within two (2) years from the
Grant Date or within one (1) year from the date Optionee purchased such shares
by exercise of this option may have adverse tax consequences.  Optionee is
advised to consult a tax advisor.

(b)	Notification
Requirement.	Optionee agrees, as partial consideration for the
designation of this option as an incentive stock option under Section 422 of the
Code, to notify the Company in writing within thirty (30) days of any
disposition of any shares acquired by exercise of this option if such
disposition occurs within two (2) years from the Grant Date or within one (1)
year from the date the Optionee purchased such shares by exercise of this
option.  If the Company is required to withhold an amount for the purpose of
income and employment taxes as a result of an early disposition, Optionee
acknowledges that it will be required to satisfy the amount of such withholding
in a manner that the Company prescribes.

17.	Restrictive Legends.	All certificates
for shares of the Stock shall bear the following legends, in addition to any
other legends required by applicable state securities law and securities
commissioners:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN 	ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO , OR IN 	CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF.  	THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE 	SECURITIES ACT OF 1933.  THEY MAY NOT BE SOLD, OFFERED
	FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF 	AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE 	SECURITIES UNDER SAID ACTO OR AN OPINION OF
SUCH 	COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH 	REGISTRATION IS NOT
REQUIRED."

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
	RESTRICTED BY THE TERMS OF, AND ARE SUBJECT TO A RIGHT 	OF FIRST REFUSAL
OPTION IN FAVOR OF THE COMPANY, AS 	PROVIDED IN THE BYLAWS OF THE COMPANY, A
CPY OF WHICH 	IS AVAILABLE FROM THE COMPANY."

"THE SHARES EFIDENCED BY THIS CERTIFICATE WERE
ISSUED 	BY THE CORPORATION TO THE REGISTERED HOLDER UPON 	EXERCISE OF AN
INCENTIVE STOCK OPTION AS DEFINED IN 	SECTION 422 OF THE INTERNAL REVENUE
CODE OF 1986, AS 	AMENDED.  THE TRANSFER AGENT FOR THE SHARES 	EVIDENCED
HEREBY SHALL NOTIFY THE CORPORATION 	IMMEDIATELY OF ANY TRANSFER OF THE
SHARES BY THE 	REGISTERED HOLDER HEREOF MADE ON OR
	BEFORE___________________[TWO YEARS FROM THE DATE OF	GRANT AND
ONE YEAR FROM THE DATE OF EXERCISE.]  THE 	REGISTERED HOLDER SHALL HOLD
ALL SHARES PURCHASED 	UNDER THE OPTION IN THE REGISTERED HOLDER'S NAME (AND
	NOT IN THE NAME OF AN NOMINEE) PRIOR TO THIS DATE"

18.	California Law.	The interpretation,
performance and enforcement of this Agreement shall be governed by the laws of
the State of  California.

19.	Copy of Plan.	Optionee hereby
acknowledges receipt of a copy of the Plan.