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                               2000 INCENTIVE PLAN
                                       OF
                                 iCRYSTAL, INC.

         Section 1.     PURPOSE OF PLAN

         The purpose of this 2000 Incentive Plan (this "Plan") of iCrystal,
Inc., a Delaware corporation (the "Company"), is to enable the Company to
attract, retain and motivate their employees and consultants by providing for or
increasing the proprietary interests of such employees and consultants in the
Company, and to enable the Company to attract, retain and motivate its
non-employee directors and further align their interests with those of the
shareholders of the Company by providing for or increasing the proprietary
interests of such directors in the Company. The Plan is intended to permit the
grant of Awards (as defined below) meeting the requirements of (a) Rule 701
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
as such rule may be amended from time to time, and (b) Section 25102(o) of the
Corporations Code of the State of Delaware (the "Corporations Code"), and thus
offers and sales of securities pursuant to the Plan are intended to be exempt
from (i) the registration requirements of the Securities Act if and for so long
as the Company is not subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and (ii) the qualification requirements of Section 25110 of the Corporations
Code. Nothing in this Plan shall be deemed, however, to prohibit the granting of
Awards in compliance with federal and state securities laws other than pursuant
to Rule 701 and Section 25102(o).

         Section 2.     PERSONS ELIGIBLE UNDER PLAN

         Any employee, non-employee directors, independent contractors or
consultants of the Company or any of its subsidiaries (each, a "Participant")
shall be eligible to be considered for the grant of Awards (as defined in this
Plan) under this Plan.

         Section 3.     AWARDS

         (a) The Administrator (as hereinafter defined), on behalf of the
Company, is authorized under this Plan to enter into any type of arrangement
with a Participant that is not inconsistent with the provisions of this Plan and
that, by its terms, involves or might involve the issuance of (i) shares of
Common Stock of the Company ("Common Stock"), or (ii) a Derivative Security (as
such term is defined in Rule 16a-1 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), as such Rule may be amended from time
to time) with an exercise or conversion privilege at a price related to the
Common Stock or with a value derived from the value of the Common Stock. The
entering into of any such arrangement is referred to herein as the "grant" of an
"Award."

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         (b) Awards are not restricted to any specified form or structure and
may include, without limitation, sales or bonuses of stock, restricted stock,
stock options, reload stock options, stock purchase warrants, other rights to
acquire stock, securities convertible into or redeemable for stock, stock
appreciation rights, limited stock appreciation rights, phantom stock, dividend
equivalents, performance units or performance shares, and an Award may consist
of one such security or benefit, or two or more of them in tandem or in the
alternative.

         (c) Common Stock and Derivative Securities may be issued pursuant to an
Award for any lawful consideration as determined by the Administrator,
including, without limitation, services rendered by the recipient of such Award.

         (d) Subject to the provisions of this Plan, the Administrator, in its
sole and absolute discretion, shall determine all of the terms and conditions of
each Award granted under this Plan, which terms and conditions may include,
among other things:

                  (i) a provision permitting the recipient of such Award,
         including any recipient who is a director or officer of the Company, to
         pay the purchase price of the Common Stock or Derivative Securities or
         other property issuable pursuant to such Award, or such recipient's tax
         withholding obligation with respect to such issuance, in whole or in
         part, by any one or more of the following:

                           (A) the delivery of cash;

                           (B) the delivery of previously owned shares of
                  capital stock of the Company (including "pyramiding") or other
                  property, provided that the Company is not then prohibited
                  from purchasing or acquiring shares of its capital stock or
                  such other property,

                           (C) a reduction in the amount of Common Stock or
                  Derivative Securities or other property otherwise issuable
                  pursuant to such Award, or

                           (D) the delivery of a promissory note, the terms and
                  conditions of which shall be determined by the Administrator;

                  (ii) a provision conditioning or accelerating the receipt of
         benefits pursuant to such Award, either automatically or in the
         discretion of the Administrator, upon the occurrence of specified
         events, including, without limitation, a change of control of the
         Company, an acquisition of a specified percentage of the voting power
         of the Company, the dissolution or liquidation of the Company, a sale
         of substantially all of the property and assets of the Company or an
         event of the type described in Section 7 hereof; or

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                  (iii) a provision required in order for such Award to qualify
         as an incentive stock option (an "Incentive Stock Option") under
         Section 422 of the Internal Revenue Code ("Code"), provided that the
         recipient of such Award is eligible under the Code to receive an
         Incentive Stock Option. Stock options which do not so qualify are
         referred to as "Nonqualified Stock Options."

         Section 4.     STOCK SUBJECT TO PLAN

         (a) The aggregate number of shares of Common Stock that may be issued
or issuable pursuant to all Awards (including Incentive Stock Options,
Nonqualified Stock Options and other Awards) granted under this Plan shall not
exceed three million (3,000,000) shares of Common Stock and all of which shall
be subject to adjustment as provided in Section 8 hereof.

         (b) For purposes of Section 4(a) hereof, the aggregate number of shares
of Common Stock issued and issuable pursuant to all Awards granted under this
Plan shall at any time be deemed to be equal to the sum of the following:

                  (i) the number of shares of Common Stock that were issued
         prior to such time pursuant to Awards granted under this Plan, other
         than Common Stock that was subsequently reacquired by the Company
         pursuant to the terms and conditions of such Awards and with respect to
         which the holder thereof received no benefits of ownership such as
         dividends; plus

                  (ii) the number of shares of Common Stock that were otherwise
         issuable prior to such time pursuant to Awards granted under this Plan,
         but that were withheld by the Company as payment of the purchase price
         of the Common Stock issued pursuant to such Awards or as payment of the
         recipient's tax withholding obligation with respect to such issuance;
         plus

                  (iii) the maximum number of shares of Common Stock issuable at
         or after such time pursuant to Awards granted under this Plan prior to
         such time.

         (c) In the event any Participant is deemed to be a "covered Executive"
pursuant to Section 162(m) of the Code and the exercise of all or a portion of
the Awards would preclude the Company from taking full advantage of the
compensation deductions arising from the grant of such Awards, together with all
other taxable compensation payable to Participant by the Company, by virtue of
the limitations imposed by Section 162(m) of the Code, then the number of shares
as to which Awards shall be exercisable during the applicable tax year shall be
reduced to such number as would allow the Company to fully deduct the
compensation payable to Participant.

         (d) If and for so long as the Company is not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the amount of
securities offered and sold under the Plan shall not exceed the limitations set
forth in Rule 701 promulgated under the Securities Act, as such rule may be
amended from time to time.

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         Section 5.     DURATION OF PLAN

         No Awards shall be granted under this Plan after April 4, 2010.
Although Common Stock may be issued after April 4, 2010 pursuant to Awards
granted prior to such date, no Common Stock shall be issued under this Plan
after April 4, 2010 (the "Termination Date").

         Section 6.     ADMINISTRATION OF PLAN

         (a) This Plan shall be administered by a Administrator of the Board
(the "Administrator") consisting of two or more directors. In the event that the
Company becomes "publicly held" within the meaning of Section 162(m) of the
Code, then, with respect to any Awards intended to qualify for the
"performance-based compensation" exception in Section 162(m) of the Code, the
Administrator shall, to the extent necessary, consist of two or more directors
each of whom is an "outside director" within the meaning of Section 162(m) of
the Code and such Award shall not be subject to Board approval.

         (b) Subject to the provisions of this Plan, the Administrator shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:

                  (i) adopt, amend and rescind rules and regulations relating to
         this Plan;

                  (ii) determine which persons are Participants and to which of
         such Participants, if any, Awards shall be granted hereunder;

                  (iii) grant Awards to Participants and determine the terms and
         conditions thereof, including the number of shares of Common Stock
         issuable pursuant thereto;

                  (iv) accelerate the exercisability of an Award or extend the
         period during which an owner of an Award may exercise his or her rights
         under such Award (but not beyond the Termination Date);

                  (v) determine whether, and the extent to which, adjustments
         are required pursuant to Section 7 hereof; and

                  (vi) interpret and construe this Plan and the terms and
         conditions of all Awards granted hereunder.

         The interpretation and construction by the Administrator of any term or
provision of the Plan or of any Award granted under it, including without
limitation any determination of adjustments required pursuant to Section 7
hereof, shall be conclusive, unless otherwise determined by the Board of
Directors of the Company (the "Board") in which event such action by the Board
shall be


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conclusive, and such interpretation and construction shall be binding upon
all those who hold or are eligible to receive options under the Plan, and all
persons claiming under them. The Board or Administrator may from time to time
adopt rules and regulations for carrying out this Plan and, subject to the
provisions of this Plan, may prescribe the form or forms of the instruments
evidencing any Award granted under this Plan.

         (c) The Administrator will provide to each holder annual financial
statements of the Company to the extent required by law.

         Section 7.     ADJUSTMENTS

         If the outstanding securities of any class then subject to this Plan
are increased, decreased or exchanged for or converted into cash, property or
a different number or kind of securities, or if cash, property or securities
are distributed in respect of such outstanding securities, in either case as
a result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly
cash dividend) or other distribution, stock split, reverse stock split or the
like, or if substantially all of the property and assets of the Company are
sold, then, unless the terms of such transaction shall provide otherwise, the
Administrator shall make appropriate and proportionate adjustments in (a) the
number and type of shares or other securities or cash or other property that
may be acquired pursuant to Incentive Stock Options and other Awards
theretofore granted under this Plan, (b) the maximum number and type of
shares or other securities that may be issued pursuant to Incentive Stock
Options, Nonqualified Stock Options and other Awards thereafter granted under
this Plan, and (c) the maximum number of Common Shares that may be subject to
stock options or stock appreciation rights granted during any twelve-month
period to any Participant, as provided in Section 4(c) hereof; provided,
however, that no adjustment shall be made to the number of shares of Common
Stock that may be acquired pursuant to outstanding Incentive Stock Options or
the maximum number of shares of Common Stock with respect to which Incentive
Stock Options may be granted under this Plan to the extent such adjustment
would result in such options being treated as other than Incentive Stock
Options; provided, further, that no such adjustment shall be made to the
extent the Administrator determines that such adjustment would result in the
disallowance of a federal income tax deduction for compensation attributable
to Awards hereunder by causing such compensation to be other than
"performance-based compensation" within the meaning of Section 162(m)(4)(C)
of the Code.

         Section 8.     OTHER PROVISIONS

         Awards granted under this Plan shall contain such other terms and
provisions which are not inconsistent with this Plan as the Board or
Administrator may authorize, including but not limited to (a) vesting
schedules governing the exercisability of such Awards, (b) provisions for
acceleration of such vesting schedules in certain events, (c) arrangements
whereby the Company may fulfill any tax withholding obligations it may have
in connection with the exercise of such Awards, (d) provisions imposing
restrictions upon the transferability of stock acquired on exercise of such
Award, whether required by this Plan or applicable securities laws or imposed
for other reasons, and

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(e) provisions regarding the termination or survival of any such Award
upon the optionee's death, retirement or other terminations of employment and
the extent, if any, to which any such Award may be exercised after such
event. Incentive Stock Options shall contain the terms and provisions
required of them under the Code.

         Section 9.     FINANCIAL ASSISTANCE

         The Company is vested with authority under this Plan to assist any
Participant to whom an Award is granted hereunder (including any director or
officer of the Company or any of its subsidiaries who is also a Participant)
in the payment of the purchase price payable on exercise of that Award, by
lending the amount of such purchase price to such Participant on such terms
and at such rates of interest and upon such security (or unsecured) as shall
have been authorized by or under authority of the Board.

         Section 10.    COMPANY'S RIGHT OF FIRST PURCHASE AND PARTICIPATION
                        IN COMMON STOCK TRANSACTIONS

         (a) While and so long as the Common Stock or any stock of any other
class subject to this Plan has not been Publicly Traded (as hereinafter
defined) for at least ninety (90) days, any stock issued on exercise of any
Award granted under this Plan shall be subject to the Company's right of
first purchase. By virtue of that right, (a) such stock may not be
transferred during the holder's lifetime to any person other than members of
the holder's Immediate Family, a partnership whose members are the holder
and/or members of the holder's Immediate Family, or a trust for the benefit
of the holder and/or members of the holder's Immediate Family, unless such
transfer occurs within fifteen (15) days following the expiration of thirty
(30) days after the Company has been given a written notice which correctly
identified the prospective transferee or transferees and which offered the
Company an opportunity to purchase such stock at its Fair Market Value in
cash, and such offer was not accepted within thirty (30) days after the
Company's receipt of that notice; and (b) upon the holder's death, the
Company shall have the right to purchase all or some of such stock at its
Fair Market Value within nine (9) months after the date of death. This right
of first purchase shall continue to apply to any such stock after the
transfer during the holder's lifetime of that stock to a member of the
holder's Immediate Family or to a family partnership or trust as aforesaid,
and after any transfer of that stock with respect to which the Company
expressly waived its right of first purchase without also waiving it as to
any subsequent transfers thereof, but it shall not apply after a transfer of
that stock with respect to which the Company was offered but did not exercise
or waive its right of first purchase or more than nine months after the
holder's death. The Company may assign all or any portion of its right of
first purchase to any one or more of its shareholders, or to a pension or
retirement plan or trust for Participants of the Company, who may then
exercise the right so assigned. Stock certificates evidencing stock subject
to this right of first purchase shall be appropriately legended to reflect
that right.

         (b) While and so long as the Common Stock or any stock of any other
class subject to this Plan has not been Publicly Traded (as hereinafter
defined) for at least ninety (90) days, upon the

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exercise of any Awards granted under the Plan, the Company may require that
the Awards granted to Participants be subject to such requirements as the
Company may specify, including a requirement that a Participant participate
in transactions involving the purchase or exchange of all, or substantially
all, of the Common Stock of the Company (a "Transaction"). To the full extent
provided to any other holder of Common Stock of the Company on the date a
Participant exercises the Award, Participants shall be entitled to
participate in any Transaction on the same basis as the other holders of
Common Stock of the Company.

         Section 11.    LIMITATIONS OF RIGHTS OF PARTICIPANTS

         (a) A Participant under this Plan shall not have any interest in the
shares or in any dividends paid thereon, and shall not have any of the rights or
privileges of a shareholder with respect to such shares, until the certificates
therefor have been issued and delivered to him or her.

         (b) No shares of stock issuable under the Plan shall be issued and no
certificate therefor delivered unless and until, in the opinion of legal counsel
for the Company, such securities may be issued and delivered without causing the
Company to be in violation of or to incur any liability under any federal, state
or other securities law, or any other requirement of law or of any regulatory
body having jurisdiction over the Company.

         (c) The receipt of an option does not give the holder any right to
continued employment by the Company or a subsidiary for any period, nor shall
the granting of the option or the issuance of shares on exercise thereof give
the Company or any subsidiary any right to the continued services of the holder
for any period.

         (d) Nothing contained in this Plan shall constitute the granting of an
Award hereunder, which shall occur only pursuant to express authorization by the
Board or the Administrator.

         Section 12.    AMENDMENT AND TERMINATION

         The Board may alter, amend, suspend or terminate this Plan, provided
that no such action shall deprive a holder who has not consented thereto of any
Award granted to the holder pursuant to this Plan or of any of the holder's
rights under such Award. Except herein provided, no such action of the Board,
unless taken with the approval of the shareholders of the Company, may:

         (a) increase the maximum number of shares for which Awards granted
             under this Plan may be exercised;

         (b) reduce the minimum permissible exercise price;

         (c) extend the ten-year duration of the Plan set forth herein;

         (d) alter the class of Employees eligible to receive Awards under
             the Plan; or

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         (e) amend the Plan in any other manner which the Board, in its
             discretion, determines should become effective only if
             approved by the shareholders even though such shareholder
             approval is not expressly required by this Plan.

         If an amendment to this Plan would (i) increase the maximum number
of shares of Common Stock that may be issued pursuant to (a) all Awards
granted under this Plan, (b) all Incentive Stock Options granted under this
Plan, or (c) Awards granted under this Plan during any calendar year to any
one Participant, (ii) change the class of persons eligible to receive Awards
under this Plan, (iii) otherwise materially increase the benefits hereunder
accruing to participants who are subject to Section 16 of the Exchange Act in
a manner not specifically contemplated herein or (iv) affect this Plan's
compliance with Rule 16b-3 or applicable provisions of the Code, as amended
from time to time, the amendment shall be subject to approval by the
Company's shareholders to the extent required to comply with Rule 16b-3,
Sections 422 and 162(m) of the Code, and other applicable provisions of or
rules under the Code, as amended from time to time.

         Section 13.    CERTAIN DEFINITIONS

         As used in this Plan, the following terms shall have the following
meanings:

         "Fair Market Value" shall mean the fair market value of the Common
Stock. If the Common Stock is not publicly traded, fair market value shall be
determined by the Board or the Administrator and may be computed by any
method which the Board or the Administrator in good faith believes reflects
the fair market value of the Common Stock on the date of such determination,
including without limitation, reference to the book value of the Common Stock
and reference to the most recent price at which the Common Stock, or a
Derivative Security of the Company, has been issued in an arms-length
transaction, provided however, that Fair Market Value shall not be less than
the exercise price paid by the Participant to receive the subject Common
Stock. If the Common Stock is publicly traded, fair market value shall be the
closing sale price per share of Common Stock, if the Common Stock is listed
on a national securities exchange or on the NASDAQ National Market, or if the
Common Stock is not then so listed, the closing bid price per share of Common
Stock, on the day in question (or, if such day is not a trading day or if no
sales of Common Stock were made on such day, on the nearest preceding trading
day on which sales of Common Stock were made), as reported in THE WALL STREET
JOURNAL, or, if trading in the Common Stock is not then reported in THE WALL
STREET JOURNAL, at such closing sale or bid price as may then appear in what
the Board or the Administrator in its judgment then deems to be the most
nearly comparable listing or reporting service.

         An individual's "Immediate Family" includes only his or her spouse,
parents or other ancestors, and children and other direct descendants of that
individual or of his or her spouse (including such ancestors and descendants
by adoption).

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         Corporate stock is "Publicly Traded" if stock of that class is listed
or admitted to unlisted trading privileges on a national securities exchange or
on the NASDAQ National Market or if sale sor bid and offer quotations are
reported for that class of stock in the automated quotation system ("NASDAQ")
operated by the National Association of Securities Dealers, Inc.

         Section 14.       EFFECTIVE DATE OF PLAN

         This Plan shall be effective as of April 4, 2000, the date upon
which it was approved by the Board of Directors of the Company, subject to
approval by the Company's stockholders.