Exhibit 4.7

                       The KMOS Semi-Custom Designs, Inc.
                      1990 Non-Qualified Stock Option Plan


     1.  Purpose.  The purpose of this Plan is to  strengthen  KMOS  Semi-Custom
Designs,  Inc. (the "Company"),  by providing  additional means of retaining and
attracting competent management personnel and key independent  contractors,  and
by providing to participating  key employees and independent  contractors  added
incentive for high levels of performance and for unusual efforts to increase the
earnings of the Company. The Plan seeks to accomplish these purposes and results
by providing a means whereby such key persons may purchase shares of the Company
pursuant to options.

     2.  Administration.  This Plan shall be  administered  by a committee  (the
"Committee")  consisting of members selected by, and serving at the pleasure of,
the Board of Directors of the Company (the "Board"). Any action of the Committee
with  respect to the  administration  of the Plan shall be taken  pursuant  to a
majority vote, or to the written consent of a majority, of its members.  Subject
to the express provisions of the Plan, the Committee shall have the authority to
construe  and  interpret  the Plan,  and to define  the terms used  therein,  to
prescribe,   amend,   and  rescind  rules  and   regulations   relating  to  the
administration  of the Plan, and to make all other  determinations  necessary or
advisable  for  the  administration  of  the  Plan.  The  determinations  of the
Committee on the foregoing  matters shall be conclusive.  Subject to the express
provisions of the Plan,  the Committee  shall  determine from the eligible class
the individuals who shall receive  options,  and the terms and provisions of the
options (which need not be  identical);  provided,  however,  that all grants of
options shall be by the Board.

     3. Participation.  Key employees and independent contractors of the Company
or of any subsidiary  corporation shall be eligible for selection to participate
in the Plan; provided,  however,  that members of the Committee shall not, while
members of the Committee,  be eligible to receive the grant of options under the
Plan. In no event,  however, may any independent  contractor  participate in the
Plan  if  such  participation  is  (a)  prohibited,  or (b)  restricted  (either
absolutely  or subject  to various  securities  requirements,  whether  legal or
administrative,  being  complied  with),  in  the  jurisdiction  in  which  such
independent  contractor is resident under the relevant  securities  laws of that
jurisdiction.  Provided  Always  That in the  case of (b)  above,  the  relevant
independent  contractor's  participation  in the  Plan  may be  effected  at the
absolute  discretion of the Committee if compliance with the relevant securities
requirements  of the  jurisdiction  in  which  such  independent  contractor  is
resident is not impractical  (having regard to the nature of those requirements)
and would not involve  undue  expense.  An  individual  who has been  granted an
option may, if otherwise eligible, be granted an additional option or options if
the Board shall so determine.

     4.  Shares  Subject to the Plan.  Subject to  adjustments  as  provided  in
Section  11 hereof,  the shares to be offered  under the Plan shall be shares of
the  Company's  authorized  but unissued  ordinary  shares  (hereinafter  called
"Shares") and the aggregate amount of stock to be delivered upon the exercise of
all options granted under the Plan shall not exceed Five Hundred Thousand Shares
(500,000), subject to adjustment as set forth in Section 11 of this Plan. If any
option granted hereunder shall expire or terminate for any reason without having
been fully exercised in full, the unpurchased shares subject thereto shall again
be available for the purposes of this Plan.  Subject to the general  limitations
contained in this Plan, the Board may make any adjustment in the exercise price,
the number of shares subject to, or the term of an option by  cancellation of an
outstanding  option and a  subsequent  regranting  of an option,  amendment,  or
substitution,  or regrant  may have an  exercise  price which is higher or lower
than the prior option,  provide for a greater or lesser number of shares subject
to the option, or a longer or shorter term than the prior option.

     5. Option Price.  The purchase price of Shares covered by each option shall
be  determined  by the  Committee  Provided  That in no event shall the purchase
price per share be less than the par value of a share The purchase  price of any
shares  purchased  shall be paid in full in cash or by check at the time of each
purchase.

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     6.  Option  Period.  Each option and all rights or  obligations  thereunder
shall expire on such date as the Committee or the Board shall determine, but not
later  than the  seventh  (7th)  anniversary  of the date on which the option is
granted, and shall be subject to earlier termination as hereinafter provided.

     7.  Exercise  of  Options.  Each  person to whom an option is granted  must
agree,  at the request of the Company,  to remain  either (i) in the  continuous
employ of the  Company  or a  subsidiary  or parent  corporation  or (ii)  under
written or oral contract to perform  services as an  independent  contractor for
the Company or a subsidiary  or parent  corporation,  following  the date of the
granting of the option for a period to be  determined  by the Committee and then
included in the specific Stock Option  Agreement to be executed with each option
holder.  Nothing contained in the Plan (or in any option granted pursuant to the
Plan) shall  confer upon any  employee or  independent  contractor  any right to
continue  in  the  employ  of  the  Company  or of  any  subsidiary  or  parent,
corporation or constitute any contract or agreement of employment or independent
contract or interfere in any way with the right of the Company or any subsidiary
or parent  corporation  to reduce such  person's  compensation  from the rate in
existence at the time of the granting of an option or to terminate such person's
employment or other contractual relationship, but nothing contained herein or in
any option  agreement  shall  affect any  contractual  rights of an  employee or
independent contractor.

     Each option shall become exercisable and the total number of shares subject
thereto shall be purchasable, in such installments,  which need not be equal, as
the  Committee  shall  determine;  provided,  however,  that if the holder of an
option shall not in any given installment period purchase all of the shares that
such holder is entitled to purchase in such  installment  period,  such holder's
right to purchase  any shares not  purchased  in such  installment  period shall
continue until the expiration or sooner  termination of such holder's option. No
option or installment  thereof shall be  exercisable  except in respect of whole
shares,  and fractional  share interests  shall be disregarded.  No less than 10
shares may be purchased  at one time unless the number  purchased is at the time
the total number available for purchase under the option.

     The option  holder shall have the right to receive  property at the time of
exercise of the option so long as the property is subject to inclusion in income
under Internal Revenue Code Section 83.

     8.  Nontransferability of Options. An option granted under this Plan shall,
by its terms, be non-transferable by the option holder other than by will or the
laws of descent and distribution,  and shall be exercisable  during his lifetime
only by the option holder.

     9. Termination of Employment or Independent Contractor Relationship. If the
option holder ceases to be employed by or ceases to be an independent contractor
of the Company or any subsidiary or parent, because of discharge for cause, such
holder's  option shall expire  concurrently  with such discharge for cause.  The
term "cause" as used herein with respect to the  discharge by the Company of any
option  holder,  shall  mean  failure  by such  option  holder to  perform  in a
satisfactory   manner  such  holder's  duties  as  an  employee  or  independent
contractor  of the Company,  as determined  by the Board in its  discretion,  or
conduct on the part of such option  holder which the Board,  in good faith shall
determine  would reflect to seriously  upon the public  reputation of the option
holder, if such conduct became publicly known, as to prejudice substantially the
Company's  interests  is such  option  holder  were  retained  as an employee or
independent contractor of the Company or any subsidiary or parent. If the option
holder ceases to be employed by or ceases to be an independent contractor of the
Company  or any  subsidiary  or  parent,  for any  reason  other  than  death or
discharge for cause, such holder's option shall,  subject to earlier termination
pursuant to Section 6, expire as may be provided in the option.

     10. Death of Employee. If any option holder dies while employed by or under
contract  to the  Company  or any  subsidiary  or  parent,  or during the period
referred to in Section 9 hereof, such holder's option shall,  subject to earlier
termination  pursuant to Section 6, expire one year after the date of such death
(or after such shorter period as may be provided in the option), and during such
period  after such death such option may,  to the extent that  installments,  if
any, had accrued as of the date of the termination of such holder's  employment,
be exercised by the

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person or persons to whom the option holder's rights under the option shall pass
by will or by the  applicable  laws of descent  and  distribution.  In no event,
however,  shall any such option be  exercisable  after the specified  expiration
date of the option term.

     11. Adjustments Upon Changes in  Capitalization.  If the outstanding shares
of the Company are  increased,  decreased,  or changed  into, or exchanged for a
different  number  or  kind of  shares  or  securities  of the  Company  through
reorganization,  merger,  recapitalization,  reclassification,  stock  split-up,
stock dividend, stock consolidation,  or otherwise, an adjustment to the options
granted  pursuant  to  this  Plan  shall  either  be  made  or  not  made,  said
determination  to be made by the  Committee  and included in the specific  Stock
Option Agreement to be executed with each option holder.

     Upon  the   dissolution  or   liquidation   of  the  Company,   or  upon  a
reorganization,  merger,  or  consolidation  of the  Company  with  one or  more
corporations as a result of which the Company is not the surviving  corporation,
or upon a sale of  substantially  all the  property  of the  Company  to another
corporation,  this Plan shall terminate,  unless provision be made in connection
with such transaction for the assumption of options theretofore  granted, or the
substitution  for such options of new options  covering the stock of a successor
employer  corporation,  or a parent  or  subsidiary  thereof,  with  appropriate
adjustments as to number and kind of shares and prices.

     12. Amendment and Termination. The Board may at any time suspend, amend, or
terminate  this Plan and may,  with the consent of an option  holder,  make such
modifications  of the terms and  conditions of such holder's  option as it shall
deem  advisable.  No option may be granted  during any suspension of the Plan or
after such termination.  The amendment,  suspension,  or termination of the Plan
shall not, without the consent of the option holder,  alter or impair any rights
or obligations under any option theretofore granted under this Plan.

     13. Time for  Granting of Options.  The  granting of an option  pursuant to
this Plan shall take place at the time of the Committee's  action,  as described
in the second  paragraph  of Section 3 hereof;  provided,  however,  that if the
appropriate  resolutions  of the  Committee  indicate  that an  option  is to be
granted as of and at some  future  date,  the date of grant shall be such future
date. In the event action by the Committee is taken by unanimous written consent
of its members,  the action of the  Committee  shall be deemed to be at the time
the last member signs the consent.

     14. Privileges of Share Ownership;  Nodistributive Intent. The holder of an
option  shall not be  entitled to the  privilege  of share  ownership  as to any
shares not actually  issued and delivered to him. Upon the exercise of an option
at a time  when  there  is not in  effect  under  the  Securities  Act of 1933 a
registration statement relating to the shares issuable upon exercise thereof and
available for delivery a prospectus meeting the requirements of Section 10(a)(3)
of said Act,  the option  holder shall  represent  and warrant in writing to the
Company  that the shares  purchased  are not being  acquired  with a view to the
distribution  thereof. No shares shall be issued upon the exercise of any option
unless and until any then applicable requirements of the Securities and Exchange
Commission,  the California  Commissioner of  Corporations,  or other regulatory
agencies  having  jurisdiction  and of any  exchanges  upon which  shares of the
Company may be listed shall have been fully complied with.

     15.  Effective Date of the Plan. This Plan shall be effective upon approval
thereof by the Board of Directors.

     16.  Termination.  Unless previously  terminated by the Board of Directors,
this Plan shall  terminate  at the close of business on October 1, 2000,  and no
options shall be granted under it  thereafter,  but such  termination  shall not
affect any option theretofore granted.