Exhibit 4.6


                         KMOS SEMI-CUSTOM DESIGNS, INC.

                             1989 STOCK OPTION PLAN


1.   Purpose of the Plan.

     The purpose of the 1989 Stock  Option Plan (the "Plan) of KMOS  Semi-Custom
Designs, Inc. (the "Company") is to:

     (a) Furnish  incentive to certain key employees  chosen to receive  options
because they are  considered  capable of responding by improving  operations and
increasing profits;

     (b) Encourage selected employees to accept or continue  employment with the
Company or its Affiliates; and

     (c) Increases the interest of selected  employees in the Company's  welfare
through  their  participation  in the  growth in value of the  ordinary  shares,
S$0.01 par value, of the Company ("Ordinary Shares").

     To accomplish the foregoing objectives,  this Plan provides a means whereby
employees may receive options to purchase Ordinary Shares. Options granted under
this Plan ("Options") will be either nonqualified  options ("NQOs") or Incentive
Stock Options  ("ISOs") as defined in Section 422A of the Internal  Revenue Code
of 1986, as amended (the "Code").

2.   Eligible Persons.

     Every  person who at the date of grant is an  employee of the Company or of
any  Affiliate  of the Company is  eligible  to receive  NQOs or ISOs under this
Plan;  provided,  however,  that an ISO may to be granted under this Plan to any
person who owns, directly or indirectly, shares of the Company constituting more
than ten percent of the total combined voting power of the Company's Outstanding
Ordinary  Shares,  or the  stock of an  Affiliate  of the  Company,  unless  the
exercise  price of the ISO at the time the  option  is  granted  is at least 110
percent of the fair market  value of the shares  subject to the option,  and the
option is  exercisable  for no more than five years after the date of grant,  as
set forth in Section 6.2.  The term  "Affiliate"  as used in this Plan;  means a
parent or  subsidiary  corporation,  as  defined  in the  applicable  provisions
(currently  Section 425) of the Code. The term "employee" shall have the meaning
ascribed  for  purposes  of  Section  3401(c)  of  the  Code  and  the  Treasury
Regulations promulgated thereunder and shall include an office or a Director who
is also an employee.

3.   Shares Subject To This Plan.

     The total  number of shares that may be issued upon the exercise of Options
is Three Million (3,000,000)  Ordinary Shares. The shares covered by the portion
of any grant that expires  unexercised  under this Plan shall  become  available
again for grants  under this Plan.  All shares  issued  under this Plan shall be
counted against the Three Million  (3,000,000) share  limitation.  The number of
shares  reserved  for  purchase  under  this Plan is subject  to  adjustment  in
accordance  with the  provisions  for  adjustment in this Plan.  Shares shall be
issued from authorized but previously unissued shares.

4.   Administration.

     This Plan shall be  administrative by the Board of Directors of the Company
(the "Board") or by a committee appointed by the Board which shall not have less
than one Board member (in either case, the "Administrator").  No option shall be
granted to a director of the Company  except (i) by the Board when a majority of
the members of the Board,  and a majority of the directors acting in the matter,
are disinterested  persons,  or (ii) by the Administrator when the Administrator
is composed of three or more persons  having full authority to act in the

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matter and each member of the Administrator is a disinterested person. No Option
shall be granted to an officer of the Company  except (i) by the Board,  or (ii)
by the Administrator  when the Administrator is composed solely of three or more
directors,  or is composed of three or more persons having full authority to act
in the matter and each member of the  Administrator  is a disinterested  person.
"Disinterested  person" for this purpose, shall have the same meaning as in Rule
16b-3 or any successor rule ("Rule 16b-3") under the Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act").  This   Administrator  may  delegate
nondiscretionary  administrative  duties to such  employees of the Company as it
deems proper.  Subject to the provisions of this Plan, the  Administrator  shall
have the authority to select the persons to receive  Options under this Plan, to
fix the number of shares that each optionee may  purchase,  to set the terms and
conditions of each Option  (including  whether each Option should be a NQO or an
ISO) and to determine  all other  matters  relating to this Plan.  To the extent
permitted  under all applicable  laws, no member of the  Administrator  shall be
liable for any act or  omission on such  member's  own part,  including  but not
limited to the  exercise of any power or  discretion  given to such member under
this Plan,  except for those acts or omissions  resulting from such member's own
gross  negligence  or  willful  misconduct.  All  questions  of  interpretation,
implementation,  and  application  of  this  Plan  shall  be  determined  by the
Administrator. Such determinations shall be final and binding on all persons.

5.   Granting of Rights.

     5.1 Ten-Year Limitation.  No Options shall be granted under this Plan after
ten years from the date of adoption of this Plan by the Board of Directors.

     5.2 Written Agreement;  Effect. Each Option shall be evidenced by a written
agreement, in form satisfactory to the Company,  executed by the Company and the
person to whom such Option is  Granted.  If the  agreement  relates to an ISO or
NQO, the agreement shall specify whether each option it evidence is an NQO or an
ISO. Failure of the grantee to execute an agreement shall not void or invalidate
the grant of an  Option;  the  Option ay not be  exercised,  however,  until the
agreement is executed.

     5.3  Annual  $100,000  Limitation.  In no  event  shall  an ISO be  granted
pursuant  to this Plan which  would  cause the  grantee to be in receipt of ISOs
covering  shares of the Company which are  exercisable for the first time during
any calendar  year having an aggregate  fair market value,  determined  for each
Option as of the date of grant thereof, in excess of $100,000.

     5.4 Advance  Approvals.  The Administrator may approve the grant of Options
under this Plan to persons who are expected to become  employees of the Company,
but are not employees at the date of approval.  In such cases,  the Option shall
be deemed granted (and the exercise price  determined with reference to the fair
market value of the underlying  shares),  without further approval,  on the date
the grantee becomes an employee and satisfies all  requirements of this Plan for
Options granted on that date.

6.   Terms and Conditions of Options.

     Each Option shall be designated as an ISO or an NQO and shall be subject to
the terms and conditions set forth in Section 6.1. NQOs shall also be subject to
the terms and  conditions  set forth in Section  6.2, but not those set forth in
Section 6.3. ISOs shall also be subject to the terms and conditions set forth in
Section 6.3, but not those set forth in Section 6.2.

     6.1 Terms and  Conditions  to Which All  Options Are  Subject.  All Options
shall be subject to the following terms and conditions:

          6.1.1 Changes in Capital  Structure.  Subject to Section 6.1.2, if the
     shares of the Company is changed by reason of a stock split,  reverse stock
     split, stock dividend, or recapitalization,  or converted into or exchanged
     for  other   securities  as  a  result  of  a  merger,   consolidation   or
     reorganization, appropriate adjustments shall be made in (A) the number and
     class of shares subject to this Plan and each Option outstanding under this
     Plan,  and (B) the exercise  price of each  outstanding  Option;  provided,
     however,  that the Company shall not be required to

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     issue  fractional  shares  as a result  of any such  adjustment.  Each such
     adjustment shall be determined by the Administrator in its sole discretion,
     which determination shall be final and binding on all persons.

          6.1.2 Corporate Transactions. New option rights may be substituted for
     the  Options  granted  under this Plan,  or the  Company's  obligations  to
     Options  outstanding  under  this  Plan  may  be  assumed,  by an  employer
     corporation  other than the Company,  or by a parent or  subsidiary of such
     employer  corporation,  in  connection  with  any  merger,   consolidation,
     acquisition, separation, reorganization,  liquidation or like occurrence in
     which the Company is  involved,  in such  manner that the then  outstanding
     Options which are ISOs will continue to be "incentive stock options" within
     the  meaning  of  Section  422A of the  Code to the full  extent  permitted
     thereby.  Notwithstanding the foregoing or the provisions of Section 6.1.1,
     if such  employer  corporation,  or parent or  subsidiary  of such employer
     corporation,  does not substitute new option rights for, and  substantially
     equivalent to, the Options granted hereunder, or assume the Options granted
     hereunder,  the Options shall terminate (A) upon dissolution or liquidation
     of  the  Company,   or  similar   occurrence,   or  (B)  upon  any  merger,
     consolidation,  acquisition,  separation, or similar occurrence,  where the
     Company  will  not in  economic  substance  be the  surviving  corporation;
     provided,  however,  that each optionee  shall be mailed notice at least 15
     days  prior  to  such  dissolution,   liquidation,  merger,  consolidation,
     acquisition,  separation, or similar occurrence, and shall have at least 10
     days after the  mailing of such  notice to exercise  any  unexpired  option
     rights granted  hereunder.  All Options are considered  100% vested in such
     event.

          6.1.3 Option Term.  Each Option  granted  under this Plan shall expire
     ten years from the date of its grant or such  earlier date as may be set by
     the Administrator on the date of its grant.

          6.1.4 Time of Option Exercise. Subject to Section 6.3.3, Options shall
     be  exercisable  in  accordance  with the terms of each  eligible  person's
     Option, and shall be exercisable in whole or in part.

          6.1.5  Option  Grant  Date.  Except in the case of  advance  approvals
     described  in Section  5.4,  the date of grant of an Option under this Plan
     shall be the date as of which the Administrator approves the grant.

          6.1.6 Nonassignability of Option Rights. No Option shall be assignable
     or otherwise  transferable by the optionee except by will or by the laws of
     descent and distribution.  During the life of the optionee, an Option shall
     be  exercisable  only by the optionee or the  optionee's  guardian or legal
     representative in the event of disability of the optionee.  In the event of
     voluntary termination of employment or disability,  the optionee must offer
     unexpired  options  to the  Company  under the  terms of any  shareholders'
     agreement in force on the date of such event.

          6.1.7 Payment.  Payment in full, in cash, shall be made for all shares
     purchased at the time  written  notice of exercise of an Option is given to
     the Company,  and proceeds of any payment shall constitute general funds of
     the Company.

          6.1.8 Termination of Employment.  Option rights granted to an optionee
     under this Plan,  to the extent such  rights have not then  expired or been
     exercised,  shall terminate three months after the optionee ceases, for any
     reason and with or without  cause,  to be an employee of the Company or any
     Affiliate of the Company (in either case,  "Employment  Termination"),  and
     shall not be exercisable on or after said date. In no event, however, shall
     any such option be exercisable  after the specified  expiration date of the
     option term.

          6.1.9 Other  Provisions.  Each Option may  contain  such other  terms,
     provisions,  and  conditions  not  inconsistent  with  this  Plan as may be
     determined by the Administrator, and each ISO granted under this Plan shall
     include such  provisions  and  conditions  as are  necessary to qualify the
     Option as an "incentive stock option" within the meaning of Section 422A of
     the Code.

     6.2 Terms and  Conditions to Which Only NQOs Are Subject.  Options  granted
under  this Plan  which are  designated  as NQOs or which  become  NQOs shall be
subject to the following terms and conditions:

          6.2.1 Exercise Price. The exercise price of an NQO shall be determined
     by the Administrator provided that in no event shall the exercise price per
     share be less than the par value of a share.

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          6.2.2  Withholding and Employment Taxes. At the time of exercise of an
     NQO, the optionee shall remit to the Company in cash all applicable federal
     and state withholding and employment taxes.

     6.3 Terms and  Conditions to Which Only ISOs Are Subject.  Options  granted
under this Plan which are  designated  as ISOs shall be subject to the following
terms and conditions:

          6.3.1  Exercise  Price.  The exercise  price of an ISO, which shall be
     approved by the Board of Directors,  shall be determined in accordance with
     the  applicable  provisions  of the Code and shall in no event be less than
     the fair market value  (determined  as described in this Section  6.3.1) of
     the shares  covered by the ISO at the time the ISO is granted,  except that
     the  exercise  price of an ISO granted to any person who owns,  directly or
     indirectly  (or is  treated  as  owning by  reason  of  attribution  rules,
     currently  set  forth  in  Code  Section   425),   shares  of  the  Company
     constituting  more than ten percent of the total  combined  voting power of
     the  Company's  outstanding  shares,  or the stock of any  affiliate of the
     Company,  shall in no event be less than 110  percent  of such fair  market
     value.  In the absence of an  established  market for the shares;  the fair
     market  value   thereof   shall  be   determined   in  good  faith  by  the
     Administrator,  with  reference  to the  Company's  net worth,  prospective
     earning  power,  dividend-paying  capacity,  and  other  relevant  factors,
     including  the  goodwill  of  the  Company,  the  economic  outlook  in the
     Company's  industry,  the  Company's  position  in  the  industry  and  its
     management,  and the values of stock of other corporations in the same or a
     similar line of business.  If the shares in the Company is regularly quoted
     by a recognized  securities dealer, its fair market value shall be the mean
     between the closing high bid and low asked quotations for the shares on the
     date the ISO is granted  (or if there are no quoted  prices for the date of
     grant, then for the last preceding  business day on which there were quoted
     prices)  as  quoted  on the  National  Association  of  Securities  Dealers
     Automated  Quotation System ("NASDAQ"),  or any similar system of automated
     dissemination  of quotations  of  securities  prices then in common use, as
     reported in the Wall Street Journal or similar publication.

     If the shares of the Company are listed on any established  stock exchange,
     its fair  market  value  shall be the mean  between  the highest and lowest
     selling  price or the  closing bid if no sale  occurred,  as quoted on such
     exchange (or the largest such exchange) for the date the ISO is granted (or
     if there are no sales for such date of grant,  then for the last  preceding
     business  day on which  there were  sales),  as reported in the Wall Street
     Journal or similar publication.

          6.3.2  Expiration.  Unless an earlier  expiration date is specified by
     the  Administrator  at the time of grant,  each ISO granted under this Plan
     shall  expire  ten years  from the date of its  grant,  except  that an ISO
     granted to any person who owns,  directly or  indirectly  (or is treated as
     owning by reason of applicable  attribution  rules,  currently set forth in
     Code Section 425), shares of the Company constituting more than ten percent
     of the total combined voting power of the Company's  outstanding shares, or
     the stock of any Affiliate of the Company, shall expire five years from the
     date of its grant.

          6.3.3 Disqualifying Dispositions. If shares acquired by exercise of an
     ISO granted  pursuant to this Plan is disposed of within two years from the
     date of grant of the ISO or  within  one year  after  the  transfer  of the
     shares to the optionee,  the holder of the shares  immediately prior to the
     disposition  shall  promptly  notify the Company in writing of the date and
     terms of the disposition and shall provide such other information regarding
     the  disposition  as the Company may require.  Such holder shall pay to the
     Company any withholding and employment  taxes which the Company in its sole
     discretion  deems  applicable to such  disposition.  Any disposition not in
     accordance  with this  Section  6.3.3  shall be void and of no effect.  The
     Company  may  instruct  its shares  transfer  agent by  appropriate  means,
     including  placement  of legends  or stock  certificates,  not to  transfer
     shares  acquired by  exercise  of an ISO unless it has been  advised by the
     Company that the requirements of this Section 6.3.3 have been satisfied.

          6.3.4  Withholding and Employment  Taxes. At such time or times as the
     Administrator  determines,  at or following the time of exercise of an ISO,
     the  optionee  shall  remit to the  Company in cash all  federal  and state
     withholding  and  employment  taxes  which  the  Administrator  in its sole
     discretion deems applicable to the exercise of an ISO or the disposition of
     shares acquired by such exercise. The Administrator may, in the exercise of
     the Administrator's sole discretion,  permit an optionee to pay some or all
     of  such  taxes  by  means  of a  promissory  note  on  such  terms  as the
     Administrator deems appropriate.

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7.   Manner Of Exercise.

     An optionee  wishing to exercise an Option shall give written notice to the
Company at its principal  executive  office,  accomplished  by an executed stock
purchase  agreement  in form and  substance  satisfactory  to the Company and by
payment of the exercise price as provided in Section 6.1.7. The date the Company
receives written notice of an exercise hereunder  accomplished by payment of the
exercise  price  will be  considered  as the date  such  Option  was  exercised.
Promptly after receipt of written  notice of exercise of an option,  the Company
shall  allot and  issue  the  shares  in  respect  of which the  option is being
exercised  and deliver to the  optionee or such other  person a  certificate  or
certificates for the requisite number of shares.  An optionee shall not have any
privileges as shareholder with respect to any shares covered by the Option until
the date of allotment and issuance of the shares.

8.   Employment Relationship.

     Nothing in this Plan or any Option granted  hereunder  shall interfere with
or limit in any way the  right of the  Company  or of any of its  Affiliates  to
terminate  an  optionee's  employment  or status as a director at any time,  nor
confer  upon any  optionee  any  right to  continue  in the  employ  of, or as a
director of, the Company or any of its Affiliates.

9.   Amendment, Suspension, Or Termination of This Plan.

     The Board may at any time amend, alter,  suspend, or discontinue this Plan,
except to the extent that  shareholder  approval is required by applicable  law;
provided,  however,  no amendment,  alteration,  suspension,  or discontinuation
shall be made that  would  impair  the  rights of any  grantee  under any Option
theretofore  granted,  without the grantee's  consent.  The Board shall have the
power  to  make  such  changes  in  this  Plan  and  in  the   regulations   and
administrative  provisions  hereunder  or in any  outstanding  Option and in the
opinion of counsel for the Company may be necessary or appropriate  from time to
time to  enable  any  Option  granted  pursuant  to this Plan to  qualify  as an
incentive  stock option under Section 422A of the Code,  subject in al events to
the consent of the holder of such Option.  However,  in the event of a change of
control of the voting shares or the sale of  substantially  all of the assets of
the Company,  all Options issued under this Plan shall become  immediately  100%
vested.

10.  Indemnification of Administrator.

     The Company  shall  indemnify  each present and future  member of the group
constituting  the   Administrator   against,   and  each  member  of  the  group
constituting the Administrator  shall be entitled without further act on his/her
part to indemnify  from the Company for, all expenses  (including  the amount of
judgments  and  the  amount  of  approved  settlements  made  with a view to the
curtailment  of costs of  litigation,  other than  amounts  paid to the  Company
itself) reasonably  incurred by such person in connection with or arising out of
any action,  suit, or proceeding to the full extent permitted by the laws of the
State of California and by the Bylaws of the Company.

11.  Effective Date Of This Plan.

     This Plan shall become effective upon adoption by the Board.