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                                                                    EXHIBIT 10.3

                                 URS CORPORATION

                           1999 EQUITY INCENTIVE PLAN

                              ADOPTED JULY 13, 1999
                    APPROVED BY STOCKHOLDERS OCTOBER 12, 1999
                       AMENDED EFFECTIVE OCTOBER 14, 2003
                       AMENDED EFFECTIVE JANUARY 21, 2004
                         TERMINATION DATE: JULY 12, 2009

1.       PURPOSES.

         (a)      ELIGIBLE STOCK AWARD RECIPIENTS. The persons eligible to
receive Stock Awards are the Employees, Directors and Consultants of the Company
and its Affiliates.

         (b)      AVAILABLE STOCK AWARDS. The purpose of the Plan is to provide
a means by which eligible recipients of Stock Awards may be given an opportunity
to benefit from increases in value of the Common Stock through the granting of
the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock
Options, (iii) rights to acquire restricted stock and (iv) Non-Executive
Director Stock Awards.

         (c)      GENERAL PURPOSE. The Company, by means of the Plan, seeks to
retain the services of the group of persons eligible to receive Stock Awards, to
secure and retain the services of new members of this group and to provide
incentives for such persons to exert maximum efforts for the success of the
Company and its Affiliates.

2.       DEFINITIONS.

         (a)      "AFFILIATE" means any parent corporation or subsidiary
corporation of the Company, whether now or hereafter existing, as those terms
are defined in Sections 424(e) and (f), respectively, of the Code.

         (b)      "BOARD" means the Board of Directors of the Company.

         (c)      "CHANGE IN CONTROL" means any transaction, or series of
transactions that occur within a twelve (12) month period, as a result of which
the stockholders of the Company immediately prior to the completion of the
transaction (or, in the case of a series of transactions, immediately prior to
the first transaction in the series) hold, directly or indirectly, less than
fifty percent (50%) of the beneficial ownership (within the meaning of Rule
13d-3 of the Exchange Act or comparable successor rules) of the outstanding
securities of the surviving entity, or, if more than one entity survives the
transaction or transactions, the controlling entity, following such transaction
or transactions.

         (d)      "CODE" means the Internal Revenue Code of 1986, as amended.

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         (e)      "COMMITTEE" means a committee of one or more members of the
Board appointed by the Board in accordance with subsection 3(c).

         (f)      "COMMON STOCK" means the common stock of the Company.

         (g)      "COMPANY" means URS Corporation, a Delaware corporation.

         (h)      "CONSULTANT" means any person, including an advisor, (i)
engaged by the Company or an Affiliate to render consulting or advisory services
and who is compensated for such services or (ii) who is a member of the Board of
Directors of an Affiliate. However, the term "Consultant" shall not include
either Directors who are not compensated by the Company for their services as
Directors or Directors who are merely paid a director's fee by the Company for
their services as Directors.

         (i)      "CONTINUOUS SERVICE" means that the Participant's service with
the Company or an Affiliate, whether as an Employee, Director or Consultant, is
not interrupted or terminated. The Participant's Continuous Service shall not be
deemed to have terminated merely because of a change in the capacity in which
the Participant renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Participant
renders such service, provided that there is no interruption or termination of
the Participant's Continuous Service. For example, a change in status from an
Employee of the Company to a Consultant of an Affiliate or a Director will not
constitute an interruption of Continuous Service. The Board or the chief
executive officer of the Company, in that party's sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or
any other personal leave.

         (j)      "COVERED EMPLOYEE" means the chief executive officer and the
four (4) other highest compensated officers of the Company for whom total
compensation is required to be reported to stockholders under the Exchange Act,
as determined for purposes of Section 162(m) of the Code.

         (k)      "DIRECTOR" means a member of the Board of Directors of the
Company.

         (l)      "DISABILITY" means the permanent and total disability of a
person within the meaning of Section 22(e)(3) of the Code.

         (m)      "EMPLOYEE" means any person employed by the Company or an
Affiliate. Mere service as a Director or payment of a director's fee by the
Company or an Affiliate shall not be sufficient to constitute "employment" by
the Company or an Affiliate.

         (n)      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         (o)      "FAIR MARKET VALUE" means the closing sales price of a share
of Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable.

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         (p)      "INCENTIVE STOCK OPTION" means an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.

         (q)      "1991 PLAN" means the URS Corporation 1991 Stock Incentive
Plan.

         (r)      "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not
a current Employee or Officer of the Company or its parent or a subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or a subsidiary for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act ("Regulation S-K")), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

         (s)      "NON-EXECUTIVE DIRECTOR" means a Director who is not an
Employee.

         (t)      "NON-EXECUTIVE DIRECTOR STOCK AWARD" means a Stock Award made
to a Non-Executive Director pursuant to Section 8.

         (u)      "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option.

         (v)      "OFFICER" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

         (w)      "OPTION" means an Incentive Stock Option or a Nonstatutory
Stock Option granted pursuant to the Plan.

         (x)      "OPTION AGREEMENT" means a written agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. Each Option Agreement shall be subject to the terms and conditions
of the Plan.

         (y)      "OPTIONEE" means a person to whom an Option is granted
pursuant to the Plan or, if applicable, such other person who holds an
outstanding Option.

         (z)      "OUTSIDE DIRECTOR" means a Director who either (i) is not a
current employee of the Company or an "affiliated corporation" (within the
meaning of Treasury Regulations promulgated under Section 162(m) of the Code),
is not a former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

         (aa)     "PARTICIPANT" means a person to whom a Stock Award is granted
pursuant to the Plan or, if applicable, such other person who holds an
outstanding Stock Award.

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         (bb)     "PLAN" means this URS Corporation 1999 Equity Incentive Plan.

         (cc)     "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange
Act or any successor to Rule 16b-3, as in effect from time to time.

         (dd)     "SECURITIES ACT" means the Securities Act of 1933, as amended.

         (ee)     "STOCK AWARD" means any right granted under the Plan,
including an Option, a right to acquire restricted stock and a Non-Executive
Director Stock Award.

         (ff)     "STOCK AWARD AGREEMENT" means a written agreement between the
Company and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

         (gg)     "TEN PERCENT STOCKHOLDER" means a person who owns (or is
deemed to own pursuant to Section 424(d) of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company or of any of its Affiliates.

3.       ADMINISTRATION.

         (a)      ADMINISTRATION BY BOARD. The Board shall administer the Plan
unless and until the Board delegates administration to a Committee, as provided
in subsection 3(c). Any interpretation of the Plan by the Board and any decision
by the Board under the Plan shall be final and binding on all persons.

         (b)      POWERS OF BOARD. The Board shall have the power, subject to,
and within the limitations of, the express provisions of the Plan:

                  (i)      To determine from time to time which of the persons
eligible under the Plan shall be granted Stock Awards; when and how each Stock
Award shall be granted; what type or combination of types of Stock Award shall
be granted; the provisions of each Stock Award granted (which need not be
identical), including the time or times when a person shall be permitted to
receive Common Stock pursuant to a Stock Award; and the number of shares of
Common Stock with respect to which a Stock Award shall be granted to each such
person.

                  (ii)     To construe and interpret the Plan and Stock Awards
granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.

                  (iii)    To amend the Plan or a Stock Award as provided in
Section 14.

                  (iv)     To suspend or terminate the Plan as provided in
Section 15.

                  (v)      Generally, to exercise such powers and to perform
such acts as the Board deems necessary or expedient to promote the best
interests of the Company which are not in conflict with the provisions of the
Plan.

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         (c)      DELEGATION TO COMMITTEE.

                  (i)      GENERAL. Subject to the limitation set forth in
subsection 3(c)(ii), the Board may delegate administration of the Plan to a
Committee or Committees of one (1) or more members of the Board, and the term
"Committee" shall apply to any person or persons to whom such authority has been
delegated. If administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board, including the power to delegate to a subcommittee any of
the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board shall thereafter be to the Committee or
subcommittee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

                  (ii)     LIMITATION ON DELEGATION. Notwithstanding anything to
the contrary in subsection 3(c)(i), the Board may not delegate the
administration of the Plan to a Committee to the extent such administration
would in any way affect Non-Executive Director Stock Awards described in Section
8.

                  (iii)    COMMITTEE COMPOSITION. The Committee shall consist
solely of two or more Non-Employee Directors, in accordance with Rule 16b-3 and,
in the discretion of the Board, may consist solely of two or more Outside
Directors, in accordance with Section 162(m) of the Code. Within the scope of
such authority, the Board or the Committee may (1) delegate to a committee of
one or more members of the Board who are not Outside Directors, the authority to
grant Stock Awards to eligible persons who are either (a) not then Covered
Employees and are not expected to be Covered Employees at the time of
recognition of income resulting from such Stock Award or (b) not persons with
respect to whom the Company wishes to comply with Section 162(m) of the Code
and/or (2) delegate to a committee of one or more members of the Board who are
not Non-Employee Directors the authority to grant Stock Awards to eligible
persons who are not then subject to Section 16 of the Exchange Act.

         (d)      DELEGATION TO ONE OR MORE COMPANY OFFICERS.

                  (i)      GENERAL. The Board or the Committee may delegate
authority to one or more Company Officers to (a) grant Stock Awards to eligible
persons who are not then subject to Section 16 of the Exchange Act and (b)
determine the number of such Stock Awards to be received by such eligible
persons within such parameters as the Board or the Committee may establish from
time to time. The delegation of authority shall be subject to such resolutions,
not inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board or the Committee. The Board or the Committee may abolish any
such delegation of authority at any time and revest in the Board or the
Committee the administration of the Plan.

4.       SHARES SUBJECT TO THE PLAN.

         (a)      SHARE RESERVE. Subject to the provisions of Section 12
relating to adjustments upon changes in Common Stock, the Common Stock that may
be issued pursuant to Stock Awards shall not exceed in the aggregate one million
five hundred thousand (1,500,000) shares of Common Stock plus (i) the number of
shares of Common Stock added to the share reserve

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pursuant to the next sentence of this subsection 4(a), (ii) the number of shares
of Common Stock remaining available for award under the Company's 1991 Stock
Incentive Plan (the "1991 Plan") on the Effective Date of this Plan, (iii) the
number of shares of Common Stock that were issuable pursuant to options or stock
award agreements under the 1991 Plan that revert to the share reserve pursuant
to subsection 4(b) below and (iv) the number of shares of Common Stock remaining
available for award under the Company's Non-Executive Directors Stock Grant Plan
on the Effective Date of this Plan. As of each July 1, beginning with July 1,
2000 and continuing through and including July 1, 2009, the number of reserved
shares shall be increased automatically by the lesser of (i) five percent (5%)
of the total number of shares of Common Stock outstanding, including for this
purpose outstanding shares of capital stock convertible to Common Stock, on such
date or (ii) one million five hundred thousand (1,500,000) shares of Common
Stock.

         (b)      REVERSION OF SHARES TO THE SHARE RESERVE.

                  (i)      EXPIRATION OR TERMINATION OF STOCK AWARD. If any
Stock Award granted under this Plan or any option or stock award agreement
granted under the 1991 Plan shall for any reason expire or otherwise terminate,
in whole or in part, without having been exercised in full, the shares of Common
Stock not acquired under such Stock Award shall revert to and again become
available for issuance under the Plan.

                  (ii)     ISSUANCE OF COMMON STOCK. To the extent that any
shares of Common Stock are not issued to a Participant upon the exercise of an
Option granted under this Plan, such shares shall revert to and again become
available for issuance under this Plan. If shares of Common Stock are not issued
to a Participant because the Common Stock issuable upon the exercise of the
Option is used to satisfy an applicable tax withholding requirement, such shares
will be deemed not to have been issued to a Participant. In addition, if the
exercise price of any Option is satisfied by a Participant's tender of shares of
Common Stock to the Company (by actual delivery or attestation), only the number
of shares of Common Stock issued net of the shares so tendered shall be deemed
issued to the Participant.

         (c)      SOURCE OF SHARES. The shares of Common Stock subject to the
Plan may be unissued shares or reacquired shares, bought on the market or
otherwise.

5.       ELIGIBILITY.

         (a)      ELIGIBILITY FOR SPECIFIC STOCK AWARDS. Incentive Stock Options
may be granted only to Employees. Stock Awards other than Incentive Stock
Options may be granted to Employees, Directors and Consultants. Non-Executive
Director Stock Awards may be granted only to Non-Executive Directors and only
pursuant to the formula set forth in Section 8.

         (b)      TEN PERCENT STOCKHOLDERS. A Ten Percent Stockholder shall not
be granted an Incentive Stock Option unless the exercise price of such Option is
at least one hundred ten percent (110%) of the Fair Market Value of the Common
Stock at the date of grant and the Option is not exercisable after the
expiration of five (5) years from the date of grant.

         (c)      CONSULTANTS. A Consultant shall not be eligible for the grant
of a Stock Award if, at the time of grant, a Form S-8 Registration Statement
under the Securities Act ("Form S-8") is

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not available to register either the offer or the sale of the Company's
securities to such Consultant because of the nature of the services that the
Consultant is providing to the Company, or because the Consultant is not a
natural person, or as otherwise provided by the rules governing the use of Form
S-8, unless the Company determines both (i) that such grant (A) shall be
registered in another manner under the Securities Act (e.g., on a Form S-3
Registration Statement) or (B) does not require registration under the
Securities Act in order to comply with the requirements of the Securities Act,
if applicable, and (ii) that such grant complies with the securities laws of all
other relevant jurisdictions.

         (d)      SECTION 162(m) LIMITATION. Subject to the provisions of
Section 12 relating to adjustments upon changes in the shares of Common Stock,
no Employee shall be eligible to be granted Options covering more than one
million (1,000,000) shares of the Common Stock during any fiscal year of the
Company.

6.       OPTION PROVISIONS.

         Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of
grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of Common Stock purchased on exercise of each type of
Option. The provisions of separate Options need not be identical, but each
Option shall include (through incorporation of provisions hereof by reference in
the Option or otherwise) the substance of each of the following provisions:

         (a)      TERM. Subject to the provisions of subsection 5(b) regarding
Ten Percent Stockholders, no Incentive Stock Option shall be exercisable after
the expiration of ten (10) years from the date it was granted.

         (b)      EXERCISE PRICE OF AN INCENTIVE STOCK OPTION. Subject to the
provisions of subsection 5(b) regarding Ten Percent Stockholders, the exercise
price of each Incentive Stock Option shall be not less than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option on the
date the Option is granted. Notwithstanding the foregoing, an Incentive Stock
Option may be granted with an exercise price lower than that set forth in the
preceding sentence if such Option is granted pursuant to an assumption or
substitution for another option in a manner satisfying the provisions of Section
424(a) of the Code.

         (c)      EXERCISE PRICE OF A NONSTATUTORY STOCK OPTION. The exercise
price of each Nonstatutory Stock Option shall be not less than one hundred
percent (100%) of the Fair Market Value of the Common Stock subject to the
Option on the date the Option is granted. Notwithstanding the foregoing, a
Nonstatutory Stock Option may be granted with an exercise price lower than that
set forth in the preceding sentence if (i) such Option is granted with an
exercise of not less than fifty percent (50%) of the Fair Market Value of the
Common Stock subject to the Option to an individual who is not employed by the
Company or an Affiliate or immediately prior to the date of grant of the Option
to induce such individual to accept employment with the Company or an Affiliate
or (ii) such Option is granted pursuant to an

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assumption or substitution for another option in a manner satisfying the
provisions of Section 424(a) of the Code.

         (d)      CONSIDERATION. The purchase price of Common Stock acquired
pursuant to an Option shall be paid, to the extent permitted by applicable
statutes and regulations, either (i) in cash at the time the Option is exercised
or (ii) at the discretion of the Board at the time of the grant of the Option
(or subsequently in the case of a Nonstatutory Stock Option): (1) by delivery to
the Company of other Common Stock that has been held by the Optionee for more
than six (6) months, which delivery may be made by attestation or actual
delivery, (2) by delivery, in a form prescribed by the Company, of an
irrevocable direction to a securities broker approved by the Company to sell
Common Stock and to deliver all or part of the sales proceeds to the Company in
payment of all or part of the purchase price and applicable withholding taxes,
(3) according to a deferred payment or other similar arrangement with the
Optionee or (4) in any other form of legal consideration that may be acceptable
to the Board; provided, however, that at any time that the Company is
incorporated in Delaware, payment of the Common Stock's "par value," as defined
in the Delaware General Corporation Law, shall not be made by deferred payment.
If, pursuant to clause (ii)(2) above, the Optionee delivers shares of Common
Stock that the Optionee has acquired pursuant to a restricted stock award made
under this Plan or a stock award agreement made under the 1991 Plan and that
have not yet vested, the restrictions applicable to the delivered shares shall
be imposed upon the Common Stock issued upon the exercise of the Option.

         In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.

         (e)      TRANSFERABILITY OF AN INCENTIVE STOCK OPTION. An Incentive
Stock Option shall not be transferable except by will or by the laws of descent
and distribution and shall be exercisable during the lifetime of the Optionee
only by the Optionee. Notwithstanding the foregoing, the Optionee may, by
delivering written notice to the Company, in a form satisfactory to the Company,
designate a third party who, in the event of the death of the Optionee, shall
thereafter be entitled to exercise the Option.

         (f)      TRANSFERABILITY OF A NONSTATUTORY STOCK OPTION. A Nonstatutory
Stock Option shall be transferable to the extent provided in the Option
Agreement. If the Nonstatutory Stock Option does not provide for
transferability, then the Nonstatutory Stock Option shall not be transferable
except by will or by the laws of descent and distribution and shall be
exercisable during the lifetime of the Optionee only by the Optionee.
Notwithstanding the foregoing, the Optionee may, by delivering written notice to
the Company, in a form satisfactory to the Company, designate a third party who,
in the event of the death of the Optionee, shall thereafter be entitled to
exercise the Option.

         (g)      VESTING GENERALLY. The total number of shares of Common Stock
subject to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other

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criteria) as the Board may deem appropriate. The vesting provisions of
individual Options may vary. The provisions of this subsection 6(g) are subject
to any Option provisions governing the minimum number of shares of Common Stock
as to which an Option may be exercised.

         (h)      TERMINATION OF CONTINUOUS SERVICE. In the event an Optionee's
Continuous Service terminates (other than upon the Optionee's death or
Disability), the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise such Option as of the date of termination) but
only within such period of time ending on the earlier of (i) the date three (3)
months following the termination of the Optionee's Continuous Service (or such
longer or shorter period specified in the Option Agreement) or (ii) the
expiration of the term of the Option as set forth in the Option Agreement. If,
after termination of Continuous Service, the Optionee does not exercise his or
her Option within the time specified in the Option Agreement, the Option shall
terminate.

         (i)      EXTENSION OF TERMINATION DATE. An Optionee's Option Agreement
may also provide that if the exercise of the Option following the termination of
the Optionee's Continuous Service (other than upon the Optionee's death or
Disability) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under the
Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option set forth in subsection 6(a) or (ii) the
expiration of a period of three (3) months after the termination of the
Optionee's Continuous Service during which the exercise of the Option would not
be in violation of such registration requirements.

         (j)      DISABILITY OF OPTIONEE. In the event that an Optionee's
Continuous Service terminates as a result of the Optionee's Disability, the
Optionee may exercise his or her Option (to the extent that the Optionee was
entitled to exercise such Option as of the date of termination), but only within
such period of time ending on the earlier of (i) the date twelve (12) months
following such termination (or such longer or shorter period specified in the
Option Agreement) or (ii) the expiration of the term of the Option as set forth
in the Option Agreement. If, after termination of Continuous Service, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate.

         (k)      DEATH OF OPTIONEE. In the event (i) an Optionee's Continuous
Service terminates as a result of the Optionee's death or (ii) the Optionee dies
within the period (if any) specified in the Option Agreement after the
termination of the Optionee's Continuous Service for a reason other than death,
then the Option may be exercised (to the extent the Optionee was entitled to
exercise such Option as of the date of death) by the Optionee's estate, by a
person who acquired the right to exercise the Option by bequest or inheritance
or by a person designated to exercise the Option upon the Optionee's death
pursuant to subsection 6(e) or 6(f), but only within the period ending on the
earlier of (1) the date twelve (12) months following the date of death (or such
longer or shorter period specified in the Option Agreement) or (2) the
expiration of the term of such Option as set forth in the Option Agreement. If,
after death, the Option is not exercised within the time specified herein, the
Option shall terminate.

         (l)      EARLY EXERCISE. The Option may, but need not, include a
provision whereby the Optionee may elect at any time before the Optionee's
Continuous Service terminates to exercise the Option as to any part or all of
the shares of Common Stock subject to the Option prior to the

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full vesting of the Option. Any unvested shares of Common Stock so purchased may
be subject to a repurchase option in favor of the Company or to any other
restriction the Board determines to be appropriate.

7.       PROVISIONS OF RESTRICTED STOCK AWARDS.

         Each restricted stock purchase agreement shall be in such form and
shall contain such terms and conditions as the Board shall deem appropriate. The
terms and conditions of restricted stock purchase agreements may change from
time to time, and the terms and conditions of separate restricted stock purchase
agreements need not be identical, but each restricted stock purchase agreement
shall include (through incorporation of provisions hereof by reference in the
agreement or otherwise) the substance of each of the following provisions:

         (a)      CONSIDERATION. A restricted stock award may be awarded in
consideration for past services actually rendered to the Company or an Affiliate
for its benefit.

         (b)      VESTING. Shares of Common Stock acquired under a restricted
stock purchase agreement may, but need not, be subject to a share repurchase
option in favor of the Company in accordance with a vesting schedule to be
determined by the Board. The restricted stock award may be subject to such other
terms and conditions on the time or times at which it may be exercised (which
may be based on performance or other criteria) as the Board may deem
appropriate. The vesting provisions of individual restricted stock awards may
vary.

         (c)      TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. In the event
a Participant's Continuous Service terminates, the Company may repurchase or
otherwise reacquire any or all of the shares of Common Stock held by the
Participant which have not vested as of the date of termination under the terms
of the restricted stock purchase agreement.

         (d)      TRANSFERABILITY. Rights to acquire shares under the restricted
stock purchase agreement shall be transferable by the Participant only upon such
terms and conditions as are set forth in the restricted stock purchase
agreement, as the Board shall determine in its discretion, so long as Common
Stock awarded under the restricted stock purchase agreement remains subject to
the terms of the restricted stock purchase agreement.

8.       NON-EXECUTIVE DIRECTOR STOCK AWARDS.

         (a)      Without any further action of the Board or any committee
thereof, each Non-Executive Director shall be granted a Non-Executive Director
Stock Award at each of the times specified in subsection 8(a)(1) below, which
Non-Executive Director Award shall have the terms set forth in subsections
8(a)(2) and 8(a)(3) below. Such award shall result in the issuance and delivery
of shares of the Corporation's Common Stock to the Non-Executive Director on the
date of grant.

                  (i)      QUARTERLY GRANTS. Each Non-Executive Director who is
serving as a Non-Executive Director on the last day of each of the Corporation's
fiscal quarters shall be granted a Non-Executive Director Stock Award on such
day (a "Quarterly Grant").

                                      10.
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                  (ii)     NUMBER OF SHARES. The number of shares of the
Corporation's Common Stock subject to each Quarterly Grant will be equal to the
quotient of Eight Thousand Seven Hundred Fifty Dollars ($8,750) divided by the
Fair Market Value of the Common Stock on the date of grant, rounded down to the
nearest whole share.

                  (iii)    VESTING. Each Quarterly Grant shall be fully vested
on the date of grant.

         (b)      DEFERRED STOCK AWARDS. Without any further action of the Board
or any committee thereof, each Non-Executive Director shall be granted a
deferred Non-Executive Director Stock Award at the time specified in subsection
8(b)(1) below, which deferred Non-Executive Director Stock Award shall have the
terms set forth in subsections 8(b)(2) and 8(b)(3) below. Until shares of the
Corporation's Common Stock are issued pursuant to subsection 8(b)(3) below in
respect of a deferred Non-Executive Director Stock Award, such Award shall
represent a notional number of shares and a promise by the Corporation to issue
to the Non-Executive Director such number of shares (subject to adjustment as
provided in Section 12(a)), and the Non-Executive Director shall have no
stockholder or other ownership rights (including, but not limited to, the right
to receive any dividend paid) in respect of such shares until their issuance.

                  (i)      QUARTERLY GRANTS. Each Non-Executive Director who is
serving as a Non-Executive Director on the last day of each of the Corporation's
fiscal quarters shall be granted a deferred Non-Executive Director Stock Award
on such day (a "Quarterly Deferred Grant").

                  (ii)     NUMBER OF SHARES. Each Quarterly Deferred Grant will
entitle the Non-Executive Director to receive, at the time specified in
subsection 8(b)(3) below, a number of shares of the Corporation's Common Stock
equal to the quotient of Eight Thousand Seven Hundred Fifty Dollars ($8,750)
divided by the Fair Market Value of the Common Stock on the date of grant,
rounded down to the nearest whole share (and subject to adjustment as
necessary).

                  (iii)    VESTING; ISSUANCE. Each Quarterly Deferred Grant
shall be fully vested on the date of grant; provided that the notional number of
shares of the Corporation's Common Stock in respect of each Quarterly Deferred
Grant shall not be issued or issuable, and instead shall accumulate and be
credited by the Corporation to a bookkeeping account in the name of such
Director, until such time as the Director terminates his or her service on the
Board of Directors for any reason, at which time the Corporation shall issue and
deliver to the Non-Executive Director, within thirty (30) days of such
termination of service, a number of shares of the Corporation's Common Stock
equal to the cumulative notional number of shares (as adjusted) in respect of
such Director's cumulative Quarterly Deferred Grants.

         (c)      CONSIDERATION. Each Quarterly Grant and Quarterly Deferred
Grant shall be awarded in consideration for services rendered as a Non-Executive
Director.

         (d)      AMENDMENT OF TERMS OF NON-EXECUTIVE DIRECTOR STOCK AWARDS. The
Board may at any time, and from time to time, amend the terms pursuant to which
Non-Executive Director Stock Awards, including the Quarterly Grants and
Quarterly Deferred Grants, shall be

                                      11.
<PAGE>

granted including, without limitation, amendment of the dollar amount specified
in subsections 8(a)(2) and 8(b)(2) above and any other provision of this Section
8.

9.       COVENANTS OF THE COMPANY.

         (a)      AVAILABILITY OF SHARES. During the terms of the Stock Awards,
the Company shall keep available at all times the number of shares of Common
Stock required to satisfy such Stock Awards.

         (b)      LEGAL COMPLIANCE. The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to grant Stock Awards and to issue and sell shares of Common
Stock upon exercise of the Stock Awards; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority which counsel for
the Company deems necessary for the lawful issuance and sale of Common Stock
under the Plan, the Company shall be relieved from any liability for failure to
issue and sell Common Stock upon exercise of such Stock Awards unless and until
such authority is obtained.

10.      USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of Common Stock pursuant to Stock Awards shall
constitute general funds of the Company.

11.      MISCELLANEOUS.

         (a)      ACCELERATION OF EXERCISABILITY AND VESTING. The Board shall
have the power to accelerate the time at which a Stock Award may first be
exercised or the time during which a Stock Award or any part thereof will vest
in accordance with the Plan, notwithstanding the provisions in the Stock Award
stating the time at which it may first be exercised or the time during which it
will vest.

         (b)      STOCKHOLDER RIGHTS. No Participant shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of Common Stock subject to such Stock Award unless and until such Participant
has satisfied all requirements for exercise of the Stock Award pursuant to its
terms.

         (c)      NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or
any instrument executed or Stock Award granted pursuant thereto shall confer
upon any Participant any right to continue to serve the Company or an Affiliate
in the capacity in effect at the time the Stock Award was granted or shall
affect the right of the Company or an Affiliate to terminate (i) the employment
of an Employee with or without notice and with or without cause, (ii) the
service of a Consultant pursuant to the terms of such Consultant's agreement
with the Company or an Affiliate or (iii) the service of a Director pursuant to
the Bylaws of the Company or an Affiliate, and any applicable provisions of the
corporate law of the state in which the Company or the Affiliate is
incorporated, as the case may be.

                                      12.
<PAGE>

         (d)      INCENTIVE STOCK OPTION $100,000 LIMITATION. To the extent that
the aggregate Fair Market Value (determined at the time of grant) of Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by any Optionee during any calendar year (under all plans of the
Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the
Options or portions thereof which exceed such limit (according to the order in
which they were granted) shall be treated as Nonstatutory Stock Options.

         (e)      INVESTMENT ASSURANCES. The Company may require a Participant,
as a condition of exercising or acquiring Common Stock under any Stock Award,
(i) to give written assurances satisfactory to the Company as to the
Participant's knowledge and experience in financial and business matters and/or
to employ a purchaser representative reasonably satisfactory to the Company who
is knowledgeable and experienced in financial and business matters and that he
or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award and (ii) to
give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Stock Award for the Participant's own
account and not with any present intention of selling or otherwise distributing
the Common Stock. The foregoing requirements, and any assurances given pursuant
to such requirements, shall be inoperative if (A) the issuance of the shares of
Common Stock upon the exercise or acquisition of Common Stock under the Stock
Award has been registered under a then currently effective registration
statement under the Securities Act or (B) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the Common Stock.

         (f)      WITHHOLDING OBLIGATIONS. To the extent provided by the terms
of a Stock Award Agreement, the Participant may satisfy any federal, state,
local or foreign tax withholding obligation relating to the exercise or
acquisition of Common Stock under a Stock Award by any of the following means
(in addition to the Company's right to withhold from any compensation paid to
the Participant by the Company) or by a combination of such means: (i) tendering
a cash payment, (ii) authorizing the Company to withhold shares of Common Stock
from the shares of Common Stock otherwise issuable to the Participant as a
result of the exercise or acquisition of Common Stock under the Stock Award or
(iii) delivering to the Company owned and unencumbered shares of the Common
Stock. Notwithstanding the foregoing, the Company shall not be authorized to
withhold shares of Common Stock at rates in excess of the minimum statutory
withholding rates imposed upon the Company for federal and state tax purposes if
such withholding would result in a charge to the Company's earnings for
accounting purposes.

12.      ADJUSTMENTS UPON CHANGES IN STOCK.

         (a)      CAPITALIZATION ADJUSTMENTS. If any change is made in the
Common Stock subject to the Plan, or subject to any Stock Award, without the
receipt of consideration by the Company (through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction
not involving the

                                      13.
<PAGE>

receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject to the Plan
pursuant to subsection 4(a) and the maximum number of securities subject to
award to any person pursuant to subsection 5(d), and the outstanding Stock
Awards will be appropriately adjusted in the class(es) and number of securities
and price per share of Common Stock subject to such outstanding Stock Awards.
The Board shall make such adjustments, and its determination shall be final,
binding and conclusive. (The conversion of any convertible securities of the
Company shall not be treated as a transaction "without receipt of consideration"
by the Company.)

         (b)      DISSOLUTION OR LIQUIDATION. In the event of a dissolution or
liquidation of the Company, then all outstanding Stock Awards shall terminate
immediately prior to such event.

         (c)      CHANGE IN CONTROL. Unless otherwise provided in the Stock
Award Agreement, in the event of a Change in Control, then (i) prior to the
completion of the Change in Control, any surviving entity or controlling entity
may assume any Stock Awards outstanding under the Plan or may substitute similar
stock awards (including an award to acquire the same consideration paid to the
stockholders in the Change in Control) for those outstanding under the Plan or
(ii) prior to the completion of the Change in Control, the Board may, in its
sole discretion, make cash payments to Participants holding Stock Awards in
amounts that the Board determines represent the cash value of the outstanding
Stock Awards and such payments shall completely discharge the Company's
obligations under such outstanding Stock Awards. In the event (i) any surviving
corporation or acquiring corporation does not assume such Stock Awards or
substitute similar stock awards for those outstanding under the Plan and (ii)
the Board does not settle the outstanding Stock Awards in cash, then (a) with
respect to Stock Awards held by Participants whose Continuous Service has not
terminated, the vesting of such Stock Awards (and, if applicable, the time
during which such Stock Awards may be exercised) shall be accelerated in full as
of a time designated by the Board, and the Stock Awards shall terminate if not
exercised (if applicable) at or prior to a time designated by the Board and (b)
with respect to any other Stock Awards outstanding under the Plan, such Stock
Awards shall terminate if not exercised (if applicable) prior to a time
designated by the Board.

13.      LIMITATION ON PAYMENTS.

         (a)      BASIC RULE. Any provision of the Plan to the contrary
notwithstanding, in the event that the independent auditors most recently
selected by the Board (the "Auditors") determine that any payment or transfer by
the Company to or for the benefit of a Participant, whether paid or payable (or
transferred or transferable) pursuant to the terms of this Plan or otherwise (a
"Payment"), would be nondeductible by the Company for federal income tax
purposes because of the provisions concerning "excess parachute payments" in
Section 280G of the Code, then the aggregate present value of all Payments shall
be reduced (but not below zero) to the Reduced Amount; provided that the Board,
at the time of granting a Stock Award under this Plan or at any time thereafter,
may specify in writing that such Award shall not be so reduced and shall not be
subject to this Section 13. For purposes of this Section 13, the "Reduced
Amount" shall be the amount, expressed as a present value, which maximizes the
aggregate present value of the Payments without causing any Payment to be
nondeductible by the Company because of section 280G of the Code.

                                      14.
<PAGE>

         (b)      REDUCTION OF PAYMENTS. If the Auditors determine that any
Payment would be nondeductible by the Company because of Section 280G of the
Code, then the Company shall promptly give the Participant notice to that effect
and a copy of the detailed calculation thereof and of the Reduced Amount, and
the Participant may then elect, in his or her sole discretion, which and how
much of the Payments shall be eliminated or reduced (as long as after such
election the aggregate present value of the Payments equals the Reduced Amount)
and shall advise the Company in writing of his or her election within ten (10)
days of receipt of notice; provided, however, that such election shall be
subject to Company approval if made on or after the effective date of a Change
in Control. If no such election is made by the Participant within such ten (10)
day period, then the Company may elect which and how much of the Payments shall
be eliminated or reduced (as long as after such election the aggregate present
value of the Payments equals the Reduced Amount) and shall notify the
Participant promptly of such election. For purposes of this Section 13, present
value shall be determined in accordance with Section 280G(d)(4) of the Code. All
determinations made by the Auditors under this Section 13 shall be binding upon
the Company and the Participant and shall be made within sixty (60) days of the
date when a payment becomes payable or transferable. As promptly as practicable
following such determination and the elections hereunder, the Company shall pay
or transfer to or for the benefit of the Participant such amounts as are then
due to him or her under the Plan and shall promptly pay or transfer to or for
the benefit of the Participant in the future such amounts as become due to him
or her under the Plan.

         (c)      OVERPAYMENTS AND UNDERPAYMENTS. As a result of uncertainty in
the application of Section 280G of the Code at the time of an initial
determination by the Auditors hereunder, it is possible that Payments will have
been made by the Company which should not have been made (an "Overpayment") or
that additional Payments which will not have been made by the Company could have
been made (an "Underpayment"), consistent in each case with the calculation of
the Reduced Amount hereunder. In the event that the Auditors determine, based
upon the assertion of a deficiency by the Internal Revenue Service against the
Company or the Participant which the Auditors believe has a high probability of
success, that an Overpayment has been made, such Overpayment shall be treated
for all purposes as a loan to the Participant which he or she shall repay to the
Company, together with interest at the applicable federal rate provided in
Section 7872(f)(2) of the Code; provided, however, that no amount shall be
payable by the Participant to the Company if and to the extent that such payment
would not reduce the amount that is subject to taxation under Section 4999 of
the Code. In the event that the Auditors determine that an Underpayment has
occurred, such Underpayment shall promptly be paid or transferred by the Company
to or for the benefit of the Participant, together with interest at the
applicable federal rate provided in Section 7872(f)(2) of the Code.

         (d)      RELATED CORPORATIONS. For purposes of this Section 13, the
term "Company" shall include affiliated corporations to the extent determined by
the Auditors in accordance with Section 280G(d)(5) of the Code.

14.      AMENDMENT OF THE PLAN AND STOCK AWARDS.

         (a)      AMENDMENT OF PLAN. The Board at any time, and from time to
time, may amend the Plan. However, except as provided in Section 12 relating to
adjustments upon changes in Common Stock, no amendment shall be effective unless
approved by the stockholders of the

                                      15.
<PAGE>

Company to the extent stockholder approval is necessary to satisfy the
requirements of Section 422 of the Code, Rule 16b-3 or any securities exchange
listing requirements.

         (b)      STOCKHOLDER APPROVAL. The Board may, in its sole discretion,
submit any other amendment to the Plan for stockholder approval, including, but
not limited to, amendments to the Plan intended to satisfy the requirements of
Section 162(m) of the Code and the regulations thereunder regarding the
exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to certain executive officers.

         (c)      CONTEMPLATED AMENDMENTS. It is expressly contemplated that the
Board may amend the Plan in any respect the Board deems necessary or advisable
to provide eligible Employees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations promulgated
thereunder relating to Incentive Stock Options and/or to bring the Plan and/or
Incentive Stock Options granted under it into compliance therewith.

         (d)      NO IMPAIRMENT OF RIGHTS. Rights under any Stock Award granted
before amendment of the Plan shall not be impaired by any amendment of the Plan
unless (i) the Company requests the consent of the Participant and (ii) the
Participant consents in writing.

         (e)      AMENDMENT OF STOCK AWARDS. The Board at any time, and from
time to time, may amend the terms of any one or more Stock Awards; provided,
however, that the rights under any Stock Award shall not be impaired by any such
amendment unless (i) the Company requests the consent of the Participant and
(ii) the Participant consents in writing.

15.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a)      PLAN TERM. The Board may suspend or terminate the Plan at any
time. Unless sooner terminated, the Plan shall terminate on the day before the
tenth (10th) anniversary of the date the Plan is adopted by the Board or
approved by the stockholders of the Company, whichever is earlier. No Stock
Awards may be granted under the Plan while the Plan is suspended or after it is
terminated.

         (b)      NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan
shall not impair rights and obligations under any Stock Award granted while the
Plan is in effect, except with the written consent of the Participant.

16.      EFFECTIVE DATE OF PLAN.

         The Plan shall become effective on the date on which it is adopted by
the Board (the "Effective Date"), but no Stock Award shall be exercised unless
and until the Plan has been approved by the stockholders of the Company, which
approval shall be within twelve (12) months before or after the date the Plan is
adopted by the Board.

17.      CHOICE OF LAW.

         The law of the State of California shall govern all questions
concerning the construction, validity and interpretation of this Plan, without
regard to such state's conflict of laws rules.

                                      16.