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                                                                  EXHIBIT 10.23


                            LIQUIDMETAL TECHNOLOGIES

                           2002 EQUITY INCENTIVE PLAN

                        (Effective as of April 4, 2002)


SECTION  1.       PURPOSE AND DEFINITIONS

         (a)      Purpose. The purpose of this 2002 Equity Incentive Plan (the
"Plan") is to advance the interests of the stockholders of Liquidmetal
Technologies by enhancing the Company's ability to attract, retain and motivate
persons who make or are expected to make important contributions to the Company
and its Subsidiaries, by providing such persons with equity ownership
opportunities and performance-based incentives, thereby better aligning the
interests of such persons with those of the Company's stockholders.

         (b)      Definitions. The following terms shall have the following
respective meanings unless the context requires otherwise:

                  (1)      The term "Administrator" shall mean the Compensation
Committee of the Board or such other committee, individual or individuals
appointed or delegated authority pursuant to Section 2(a) to administer the
Plan.

                  (2)      The term "Affiliate" or "Affiliates" shall have the
meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange
Act.

                  (3)      The term "Beneficial Owner" shall mean beneficial
owner as defined in Rule 13d-3 under the Exchange Act.

                  (4)      The term "Board" shall mean the Board of Directors
of the Company.

                  (5)      The term "Code" shall mean the Internal Revenue Code
of 1986, or any successor thereto, as the same may be amended and in effect
from time to time.

                  (6)      The term "Company" shall mean Liquidmetal
Technologies, a California corporation.

                  (7)      The term "Employee" shall mean a person who is
employed by the Company or any Subsidiary, including an officer or director of
the Company or any Subsidiary who is also an employee of the Company or any
Subsidiary.

                  (8)      The term "Exchange Act" shall mean the Securities
Exchange Act of 1934, or any successor thereto, as the same may be amended and
in effect from time to time.

                  (9)      The term "Fair Market Value" shall mean, with
respect to a share of Stock, if the Stock is then listed and traded on a
registered national or regional securities exchange, or quoted on The National
Association of Securities Dealers' Automated Quotation System (including The
Nasdaq Stock Market's National Market), the average closing price of a share of
Stock on such exchange or quotation system for the five trading days
immediately preceding the date of grant of an Option or Stock Appreciation
Right, or, if Fair Market Value is used herein in connection with any event
other than the grant of an Option or Stock Appreciation Right, then such
average closing price for the five trading days immediately


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preceding the date of such event. If the Stock is not traded on a registered
securities exchange or quoted in such a quotation system, the Administrator
shall determine the Fair Market Value of a share of Stock.

                  (10)     The term "Incentive Stock Option" means an option
granted under this Plan and which is an incentive stock option within the
meaning of Section 422 of the Code, or the corresponding provision of any
subsequently enacted tax statute.

                  (11)     The term "Option" or "Options" shall mean the option
to purchase Stock in accordance with Section 4 on such terms and conditions as
may be prescribed by the Administrator, whether or not such option is an
Incentive Stock Option.

                  (12)     The term "Other Stock-Based Awards" shall mean
awards of Stock or other rights made in accordance with Section 5 on such terms
and conditions as may be prescribed by the Administrator.

                  (13)     The term "Participant" shall mean any eligible
person who is granted a Plan Award hereunder.

                  (14)     The term "Performance Goals" shall mean one or more
business criteria based on individual, business unit, group, Company or other
performance criteria selected by the Administrator.

                  (15)     The term "Plan" shall mean the Liquidmetal
Technologies 2002 Equity Incentive Plan, as the same may be amended and in
effect from time to time.

                  (16)     The term "Plan Awards" or "Awards" shall mean awards
or grants of stock Options and various other rights with respect to shares of
Stock.

                  (17)     The term "Stock Appreciation Right" shall mean the
right to receive, without payment to the Company, an amount of cash or Stock as
determined in accordance with Section 4, based on the amount by which the Fair
Market Value of a share of Stock on the relevant valuation date exceeds the
grant price.

                  (18)     The term "Stock" shall mean shares of the Company's
common stock, no par value.

                  (19)     The term "Subsidiary" shall mean any "subsidiary
corporation" within the meaning of Section 424(f) of the Code.

                  (20)     The term "Ten Percent Stockholder" shall mean an
individual who owns stock possessing more than ten percent (10%) of the
combined voting power of all classes of stock of the Company or of its parent
or subsidiary corporations within the meaning of Code Section 422.


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SECTION  2.       ADMINISTRATION AND PARTICIPANTS

         (a)      Administration. The Plan shall be administered by the Board
of Directors or by any other committee appointed by the Board. If the Company
has a class of securities registered under the Exchange Act, then such
committee shall consist of not fewer than two members of the Board, each of
whom shall qualify (at the time of appointment to the committee and during all
periods of service on the committee) in all respects as a "non-employee
director" as defined in Rule 16b-3 under the Exchange Act and as an outside
director as defined in Section 162(m) of the Code and the regulations
thereunder. The Administrator shall administer the Plan and perform such other
functions as are assigned to it under the Plan. The Administrator is
authorized, subject to the provisions of the Plan, from time to time to
establish such rules and regulations as it may deem appropriate for the proper
administration of the Plan and to make such determinations under, and such
interpretations of, and to take such steps in connection with, the Plan and the
Plan Awards as it may deem necessary or advisable, in each case in its sole
discretion. The Administrator's decisions and determinations under the Plan
need not be uniform and may be made selectively among Participants, whether or
not they are similarly situated. Any authority granted to the Administrator may
also be exercised by the entire Board. To the extent that any permitted action
taken by the Board conflicts with any action taken by the Administrator, the
Board action shall control. To the extent permitted by applicable law, the
Administrator may delegate any or all of its powers or duties under the Plan,
including, but not limited to, its authority to make awards under the Plan, to
grant waivers pursuant to Section 7, to such person or persons as it shall
appoint, pursuant to such conditions or limitations as the Administrator may
establish; provided, however, that the Administrator shall not delegate its
authority to amend or modify the Plan pursuant to the provisions of Section
12(b). To the extent of any such delegation, the term "Administrator" when used
herein shall mean and include any such delegate.

         (b)      Eligibility for Participation. Any Employee, director,
officer, consultant, or advisor of the Company or its Subsidiaries may be
granted Awards under the Plan, provided that consultants or advisors may only
be granted Awards under the Plan if they are natural persons that provide bona
fide services to the Company or its Subsidiaries. The Administrator shall
designate each individual who will become a Participant. The Administrator's
designation of a Participant in any year shall not require the Administrator to
designate such person to receive a Plan Award in any other year.

SECTION  3.       STOCK AVAILABLE FOR PLAN AWARDS

         (a)      Stock Subject to Plan. The Stock to be subject to or related
to Plan Awards may be either authorized and unissued shares or shares held in
the treasury of the Company. The maximum number of shares of Stock with respect
to which Plan Awards may be granted under the Plan, subject to adjustment in
accordance with the provisions of Section 9, shall be ten million (10,000,000)
shares.


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         (b)      Computation of Stock Available for Plan Awards. For the
purpose of computing the total number of shares of Stock remaining available
for Plan Awards under this Plan at any time while the Plan is in effect, the
total number of shares determined to be available pursuant to subsections (a)
and (c) of this Section 3 shall be reduced by, (1) the maximum number of shares
of Stock subject to issuance upon exercise of outstanding Options or
outstanding Stock Appreciation Rights granted under this Plan, and (2) the
maximum number of shares of Stock related to outstanding Other Stock-Based
Awards granted under this Plan, as determined by the Administrator in each case
as of the dates on which such Plan Awards were granted.

         (c)      Terminated, Expired or Forfeited Plan Awards. The shares
involved in the unexercised or undistributed portion of any terminated, expired
or forfeited Plan Award shall be made available for further Plan Awards.

SECTION  4.       OPTIONS AND STOCK APPRECIATION RIGHTS

         (a)      Grant of Options.

                  (1)      The Administrator, at any time and from time to time
while the Plan is in effect, may grant Options to such Employees and other
eligible individuals as the Administrator may select, subject to the provisions
of this Section 4 and Section 3. Subject to any limitations set forth in the
Plan, the Administrator shall have complete discretion in determining: (a) the
eligible individuals to be granted an Option; (b) the number of shares of Stock
to be subject to the Option; (c) whether the Option is to be an Incentive Stock
Option or a nonqualified stock option; provided that, Incentive Stock Options
may be granted only to Employees of the Company or a Subsidiary; and (d) any
other terms and conditions of the Option as determined by the Administrator in
its sole discretion.

                  (2)      Unless otherwise determined by the Administrator,
Incentive Stock Options: (a) will be exercisable at a purchase price per share
of not less than One Hundred percent (100%) (or, in the case of a Ten Percent
Stockholder, one hundred and ten percent (110%)) of the Fair Market Value of
the Stock on the date of grant; (b) will be exercisable over not more than ten
(10) years (or, in the case of a Ten Percent Stockholder, five (5) years) after
the date of grant; (c) will terminate not later than three (3) months after the
Participant's termination of employment for any reason other than disability or
death; (d) will terminate not later than twelve (12) months after the
Participant's termination of employment as a result of a disability (within the
meaning of Code Section 424); and (e) will comply in all other respects with
the provisions of Code Section 422.

                  (3)      Nonqualified stock options will be exercisable at
purchase prices of not less than one hundred percent (100%) of the Fair Market
Value of the Stock on the date of grant, unless otherwise determined by the
Administrator. Nonqualified stock options will be exercisable during such
periods or on such date as determined by the Administrator and shall terminate
at such time as the Administrator shall determine. Nonqualified stock options
shall be subject to such terms and conditions as are determined by the
Administrator; provided that any Option granted to a Section 162(m) Participant
shall either have a purchase price of not less than one hundred percent (100%)
of the Fair Market Value of the Stock on the date of grant or be


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subject to the attainment of such Performance Goals as are established by the
Administrator, unless otherwise determined by the Administrator.

                  (4)      Each award agreement evidencing an Incentive Stock
Option shall provide that, to the extent that the aggregate Fair Market Value
of Stock (as determined on the date of the option grant) that may be purchased
by a Participant for the first time during any calendar year pursuant Incentive
Stock Options granted under the Plan or any other plan of the Company or its
Subsidiaries exceeds $100,000, then such option as to the excess shall be
treated as a nonqualified stock option. This limitation shall be applied by
taking stock options into account in the order in which they were granted.

         (b)      Grant of Stock Appreciation Rights.

                  (1)      The Administrator, at any time and from time to time
while the Plan is in effect, may grant Stock Appreciation Rights to such
Employees and other eligible individuals as it may select, subject to the
provisions of this Section 4 and Section 3. Each Stock Appreciation Right may
relate to all or a portion of a specific Option granted under the Plan and may
be granted concurrently with the Option to which it relates or at any time
prior to the exercise, termination or expiration of such Option (a "Tandem
SAR"), or may be granted independently of any Option, as determined by the
Administrator. If the Stock Appreciation Right is granted independently of an
Option, the grant price of such right shall be the Fair Market Value of Stock
on the date of grant of such Stock Appreciation Right; provided, however, that
the Administrator may, in its discretion, fix a grant price in excess of the
Fair Market Value of Stock on such grant date.

                  (2)      Upon exercise of a Stock Appreciation Right, the
Participant shall be entitled to receive, without payment to the Company,
either (A) that number of shares of Stock determined by dividing (i) the total
number of shares of Stock subject to the Stock Appreciation Right being
exercised by the Participant, multiplied by the amount by which the Fair Market
Value of a share of Stock on the day the right is exercised exceeds the grant
price (such amount being hereinafter referred to as the "Spread"), by (ii) the
Fair Market Value of a share of Stock on the exercise date; or (B) cash in an
amount determined by multiplying (i) the total number of shares of Stock
subject to the Stock Appreciation Right being exercised by the Participant, by
(ii) the amount of the Spread; or (C) a combination of shares of Stock and
cash, in amounts determined as set forth in clauses (A) and (B) above, as
determined by the Administrator in its sole discretion; provided, however,
that, in the case of a Tandem SAR, the total number of shares which may be
received upon exercise of a Stock Appreciation Right for Stock shall not exceed
the total number of shares subject to the related Option or portion thereof,
and the total amount of cash which may be received upon exercise of a Stock
Appreciation Right for cash shall not exceed the Fair Market Value on the date
of exercise of the total number of shares subject to the related Option or
portion thereof.

         (c)      Terms and Conditions.

                  (1)      Each Option and Stock Appreciation Right granted
under the Plan shall be exercisable on such date or dates, during such period,
for such number of shares and subject to


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such further conditions, including but not limited to the attainment of
Performance Goals, as shall be determined by the Administrator in its sole
discretion and set forth in the provisions of the award agreement with respect
to such Option and Stock Appreciation Right; provided, however, that a Tandem
SAR shall not be exercisable prior to or later than the time the related Option
could be exercised; and provided, further, that in any event no Option or Stock
Appreciation Right shall be exercised beyond ten (10) years from the date of
grant.

                  (2)      The Administrator may impose such conditions as it
may deem appropriate upon the exercise of an Option or a Stock Appreciation
Right, including, without limitation, a condition that the Option or Stock
Appreciation Right may be exercised only in accordance with rules and
regulations adopted by the Administrator from time to time and consistent with
the Plan.

                  (3)      With respect to Options issued with Tandem SARs, the
right of a Participant to exercise the Tandem SAR shall be cancelled if and to
the extent the related Option is exercised, and the right of a Participant to
exercise an Option shall be cancelled if and to the extent that shares covered
by such Option are used to calculate shares or cash received upon exercise of
the Tandem SAR.

                  (4)      If any fractional share of Stock would otherwise be
issued to a Participant upon the exercise of an Option or Stock Appreciation
Right, the Participant shall be paid a cash amount equal to the same fraction
of the Fair Market Value of the Stock on the date of exercise.

         (d)      Award Agreement. Each Option and Stock Appreciation Right
shall be evidenced by an award agreement in such form and containing such
provisions not inconsistent with the provisions of the Plan as the
Administrator from time to time shall approve.

         (e)      Payment for Option Shares.

                  (1)      Payment for shares of Stock purchased upon exercise
of an Option granted hereunder shall be made in such manner as is provided in
the applicable award agreement.

                  (2)      Any payment for shares of Stock purchased upon
exercise of an Option granted hereunder shall be made in cash. Notwithstanding
the foregoing, if permitted by the Award Agreement or otherwise permitted by
the Administrator, the payment may be made by delivery of shares of Stock
beneficially owned by the Participant, or attestation by the Participant to the
ownership of a sufficient number of shares of Stock, or by a combination of
cash and Stock, at the election of the Participant; provided, however, that any
shares of Stock so delivered or attested shall have been beneficially owned by
the Participant for a period of not less than six (6) months prior to the date
of exercise. Any such shares of Stock so delivered or attested shall be valued
at their Fair Market Value on the date of such exercise. The Administrator
shall determine whether and if so the extent to which actual delivery of share
certificates to the Company shall be required. The Administrator also may
authorize payment in accordance with a cashless exercise program under which,
if so instructed by the Participant, Stock may be issued


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directly to the Participant's broker upon receipt of the Option purchase price
in cash directly to the broker.

                  (3)      To the extent that the payment of the exercise price
for the Stock purchased pursuant to the exercise of an Option is made with
shares of Stock as provided in Section 4(e)(2), then, at the discretion of the
Administrator, the Participant may be granted a replacement Option under the
Plan to purchase a number of shares of Stock equal to the number of shares
tendered or attested to as permitted in Section 4(e)(2) hereof, with an
exercise price per share equal to the Fair Market Value on the date of grant of
such replacement Option and with a term extending to the expiration date of the
original Option.

SECTION  5.       STOCK AND OTHER STOCK-BASED AND COMBINATION AWARDS

         (a)      Grants of Other Stock-Based Awards. The Administrator, at any
time and from time to time while the Plan is in effect, may grant Other
Stock-Based Awards to such Employees or other eligible individuals as it may
select. Such Plan Awards pursuant to which Stock is or may in the future be
acquired, or Plan Awards valued or determined in whole or part by reference to
or otherwise based on Stock, may include, but are not limited to, awards of
restricted Stock or Plan Awards denominated in the form of "stock units",
grants of so-called "phantom stock" and options containing terms or provisions
differing in whole or in part from Options granted pursuant to Section 4. Other
Stock-Based Awards may be granted either alone, in addition to, in tandem with
or as an alternative to any other kind of Plan Award, grant or benefit granted
under the Plan or under any other employee plan of the Company or Subsidiary,
including a plan of any acquired entity. Each Other Stock-Based Award shall be
evidenced by an award agreement in such form as the Administrator may
determine.

         (b)      Terms and Conditions. Subject to the provisions of the Plan,
the Administrator shall have the authority to determine the time or times at
which Other Stock-Based Awards shall be made, the number of shares of Stock or
stock units and the like to be granted or covered pursuant to such Plan Awards
(subject to the provisions of Section 3) and all other terms and conditions of
such Plan Awards, including, but not limited to, whether such Plan Awards shall
be subject to the attainment of Performance Goals, and whether such Plan Awards
shall be payable or paid in cash, Stock or otherwise.

         (c)      Consideration for Other Stock-Based Awards. In the discretion
of the Administrator, any Other Stock-Based Award may be granted as a Stock
bonus for no consideration other than services rendered.

         (d)      Dividend Equivalents on Plan Awards.

                  (1)      The Administrator may determine that a Participant
to whom an Other Stock-Based Award is granted shall be entitled to receive
payment of the same amount of cash that such Participant would have received as
cash dividends if, on each record date during the performance or restriction
period relating to such Plan Award, such Participant had been the holder of
record of a number of shares of Stock subject to the Award (as adjusted
pursuant to Section 9). Any such payment may be made at the same time as a
dividend is paid or may be


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deferred until such later date as is determined by the Administrator in its
sole discretion. Such cash payments are hereinafter called "dividend
equivalents".

                  (2)      Notwithstanding the provisions of subsection (d)(1),
the Administrator may determine that, in lieu of receiving all or any portion
of any such dividend equivalent in cash, a Participant shall receive an award
of whole shares of Stock having a Fair Market Value approximately equal to the
portion of such dividend equivalent that was not paid in cash. Certificates for
shares of Stock so awarded may be issued as of the payment date for the related
cash dividend or may be deferred until a later date, and the shares of Stock
covered thereby may be subject to the terms and conditions of the Plan Award to
which it relates (including but not limited to the attainment of any
Performance Goals) and the terms and conditions of the Plan, all as determined
by the Administrator in its sole discretion.

SECTION  6.       AWARDS TO PARTICIPANTS OUTSIDE OF THE UNITED STATES

         In order to facilitate the granting of Plan Awards to Participants who
are foreign nationals or who reside or work outside of the United States of
America, the Administrator may provide for such special terms and conditions,
including without limitation substitutes for Plan Awards, as the Administrator
may consider necessary or appropriate to accommodate differences in local law,
tax policy or custom. Such substitutes for Plan Awards may include a
requirement that the Participant receive cash, in such amount as the
Administrator may determine in its sole discretion, in lieu of any Plan Award
or share of Stock that would otherwise have been granted to or delivered to
such Participant under the Plan. The Administrator may approve any supplements
to, or amendments, restatements or alternative versions of the Plan as it may
consider necessary or appropriate for purposes of this Section 6 without
thereby affecting the terms of the Plan as in effect for any other purpose, and
the Secretary or other appropriate officer of the Company may certify any such
documents as having been approved and adopted pursuant to properly delegated
authority; provided, however, that no such supplements, amendments,
restatements or alternative versions shall include any provision that is
inconsistent with the terms of the Plan as then in effect. Participants subject
to the laws of a foreign jurisdiction may request copies of, or the right to
view, any materials that are required to be provided by the Company pursuant to
the laws of such jurisdiction.

SECTION  7.       PAYMENT OF PLAN AWARDS AND CONDITIONS THEREON

         (a)      Issuance of Shares. Certificates for shares of Stock issuable
pursuant to a Plan Award shall be issued to and registered in the name of the
Participant who received such Award. The Administrator may require that such
certificates bear such restrictive legend as the Administrator may specify and
be held by the Company in escrow or otherwise pursuant to any form of agreement
or instrument that the Administrator may specify. If the Administrator has
determined that deferred dividend equivalents shall be payable to a Participant
with respect to any Plan Award pursuant to Section 5(d), then concurrently with
the issuance of such certificates, the Company shall deliver to such
Participant a cash payment or additional shares of Stock in settlement of such
dividend equivalents.


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         (b)      Substitution of Shares. Notwithstanding the provisions of
this subsection (b) or any other provision of the Plan, the Administrator may
specify that a Participant's Plan Award shall not be represented by
certificates for shares of Stock but shall be represented by rights
approximately equivalent (as determined by the Administrator) to the rights
that such Participant would have received if certificates for shares of Stock
had been issued in the name of such Participant in accordance with subsection
(a) (such rights being called "Stock Equivalents"). Subject to the provisions
of Section 9 and the other terms and provisions of the Plan, if the
Administrator shall so determine, each Participant who holds Stock Equivalents
shall be entitled to receive the same amount of cash that such Participant
would have received as dividends if certificates for shares of Stock had been
issued in the name of such Participant pursuant to subsection (a) covering the
number of shares equal to the number of shares to which such Stock Equivalents
relate. Notwithstanding any other provision of the Plan to the contrary, the
Stock Equivalents may, at the option of the Administrator, be converted into an
equivalent number of shares of Stock or, upon the expiration of any restriction
period imposed on such Stock Equivalents, into cash, under such circumstances
and in such manner as the Administrator may determine.

         (c)      Effect of Competitive Activity. Anything contained in the
Plan to the contrary notwithstanding, if the employment of any Participant
shall terminate, for any reason other than death, while any Plan Award granted
to such Participant is outstanding hereunder, and such Participant has not yet
received the Stock covered by such Plan Award or otherwise received the full
benefit of such Plan Award, such Participant, if otherwise entitled thereto,
shall receive such Stock or benefit only if, during the entire period from the
date of such Participant's termination to the date of such receipt, such
Participant shall have (1) made himself or herself available, upon request, at
reasonable times and upon a reasonable basis, to consult with, supply
information to and otherwise cooperate with the Company or any Subsidiary with
respect to any matter that shall have been handled by him or her or under his
or her supervision while he or she was in the employ of the Company or of any
Subsidiary, and (2) refrained from engaging in any activity that is directly or
indirectly in competition with any activity of the Company or any Subsidiary.
In the event of a Participant's failure to comply with any condition set forth
in this subsection (c), such Participant's rights under any Plan Award shall be
forfeited and cancelled forthwith; provided, however, that the failure to
comply with such condition may at any time (whether before, at the time of or
subsequent to termination of employment) be waived by the Administrator upon
its determination that in its sole judgment there shall not have been and will
not be any such substantial adverse effect.

         (d)      Effect of Adverse Conduct. Anything contained in the Plan to
the contrary notwithstanding, all rights of a Participant under any Plan Award
shall cease on and as of the date on which it has been determined by the
Administrator that such Participant at any time (whether before or subsequent
to termination of such Participant's employment) acted in a manner adverse to
the best interests of the Company, any Subsidiary or Affiliate thereof.

         (e)      Tax and Other Withholding. Prior to any distribution of cash,
Stock or any other benefit available under a Plan Award (including payments
under Section 5(d) and Section 7(b)) to any Participant, appropriate
arrangements (consistent with the Plan and any rules


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adopted hereunder) shall be made for the payment of any taxes and other amounts
required to be withheld by federal, state or local law.

         (f)      Substitution. The Administrator, in its sole discretion, may
substitute a Plan Award for another Plan Award or Plan Awards of the same or
different type.

SECTION  8.       NON-TRANSFERABILITY OF PLAN AWARDS

         (a)      Restrictions on Transfer of Awards. Plan Awards shall not be
assignable or transferable by the Participant other than by will or by the laws
of descent and distribution except that the Participant may, with the consent
of the Administrator, transfer, without consideration, Plan Awards that do not
constitute Incentive Stock Options to the Participant's children, stepchildren,
grandchildren, parent(s), stepparent(s), grandparent(s), spouse, sibling(s),
mother-in-law, father-in-law, son(s)-in-law, daughter(s)-in-law,
brother(s)-in-law or sister(s)-in-law, and to person's with whom the
Participant has an adoptive relationship, (or to one or more trusts for the
benefit of any such family members or to one or more partnerships in which any
such family members are the only partners).

         (b)      Attachment and Levy. No Plan Award shall be subject, in whole
or in part, to attachment, execution or levy of any kind, and any purported
transfer in violation hereof shall be null and void. Without limiting the
generality of the foregoing, no domestic relations order purporting to
authorize a transfer of a Plan Award, or to grant to any person other than the
Participant the authority to exercise or otherwise act with respect to a Plan
Award, shall be recognized as valid.

SECTION  9.       MERGER, CONSOLIDATION, STOCK DIVIDENDS, ETC.

         (a)      Adjustments. In the event of any merger, consolidation,
reorganization, stock split, reverse stock split, stock dividend, distribution,
recapitalization, combination, reclassification or other event affecting Stock,
an appropriate adjustment shall be made in the total number of shares available
for Plan Awards and in all other provisions of the Plan that include a
reference to a number of shares, and in the numbers of shares covered by, and
other terms and provisions (including but not limited to the grant or exercise
price of any Plan Award) of outstanding Plan Awards.

         (b)      Administrator Determinations. The foregoing adjustments and
the manner of application of the foregoing provisions shall be determined by
the Administrator in its sole discretion. Any such adjustment may provide for
the elimination of any fractional share which might otherwise become subject to
a Plan Award.

SECTION  10.      ACCELERATION OF PAYMENT OR MODIFICATION OF PLAN AWARDS

         The Administrator, in the event of the death of a Participant or in
any other circumstance, may accelerate distribution of any Plan Award in its
entirety or in a reduced amount, in cash or in


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Stock, or modify any Plan Award, in each case on such basis and in such manner
as the Administrator may determine in its sole discretion.

SECTION  11.      RIGHTS AS A STOCKHOLDER

         A Participant shall not have any rights as a stockholder with respect
to any share covered by any Plan Award until such Participant shall have become
the holder of record of such share.

SECTION  12.      TERM, AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN AND
                  AGREEMENTS

         (a)      Term. Unless terminated earlier pursuant to subsection (b),
the Plan shall terminate on the tenth (10th) anniversary of the effective date
of the Plan.

         (b)      Amendment, Modification and Termination of Plan. The Board
may, at any time, amend or modify the Plan or any outstanding Plan Award,
including without limitation, to authorize the Administrator to make Plan
Awards payable in other securities or other forms of property of a kind to be
determined by the Administrator, and such other amendments as may be necessary
or desirable to implement such Plan Awards, and may terminate the Plan or any
provision thereof; provided, however, that no amendment shall be made without
the approval of the stockholders of the Company if such approval would be
required by the Code. Subject to the provisions of subsection (c), the
Administrator may, at any time and from time to time, amend or modify any
outstanding Plan Award to the extent not inconsistent with the terms of the
Plan.

         (c)      Limitation. Subject to the provisions of subsection (e), no
amendment to or termination of the Plan or any provision hereof, and no
amendment or cancellation of any outstanding Plan Award, by the Board, the
Administrator or the stockholders of the Company, shall, without the written
consent of the affected Participant, adversely affect any outstanding Plan
Award.

         (d)      Survival. The Administrator's authority to act with respect
to any outstanding Plan Award and the Board's authority to amend the Plan shall
survive termination of the Plan.

         (e)      Amendment for Changes in Law. Notwithstanding the foregoing
provisions, the Board and Administrator shall have the authority to amend
outstanding Plan Awards and the Plan to take into account changes in law and
tax and accounting rules as well as other developments, and to grant Plan
Awards that qualify for beneficial treatment under such rules, without
stockholder approval (unless otherwise required by law or the applicable rules
of any securities exchange on which the Stock is then traded) and without
Participant consent.

SECTION  13.      INDEMNIFICATION AND EXCULPATION

         (a)      Indemnification. Each person who is or shall have been a
member of the Board and the Administrator shall be indemnified and held
harmless by the Company against and from any and all loss, cost, liability or
expense that may be imposed upon or reasonably incurred by such person in
connection with or resulting from any claim, action, suit or proceeding to
which such person may be or become a party or in which


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such person may be or become involved by reason of any action taken or failure
to act under the Plan and against and from any and all amounts paid by such
person in settlement thereof (with the Company's written approval) or paid by
such person in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment in favor of the Company based upon a finding of
such person's lack of good faith; subject, however, to the condition that, upon
the institution of any claim, action, suit or proceeding against such person,
such person shall in writing give the Company an opportunity, at its own
expense, to handle and defend the same before such person undertakes to handle
and defend it on such person's behalf. The foregoing right of indemnification
shall not be exclusive of any other right to which such person may be entitled
as a matter of law or otherwise, or any power that the Company may have to
indemnify or hold such person harmless.

         (b)      Exculpation. Each member of the Board and the Administrator,
and each officer and employee of the Company, shall be fully justified in
relying or acting in good faith upon any information furnished in connection
with the administration of the Plan by any appropriate person or persons other
than such person. In no event shall any person who is or shall have been a
member of the Board, or the Administrator, or an officer or employee of the
Company, be held liable for any determination made or other action taken or any
omission to act in reliance upon any such information, or for any action
(including the furnishing of information) taken or any failure to act, if in
good faith.

SECTION  14.      EXPENSES OF PLAN

         The entire expense of offering and administering the Plan shall be
borne by the Company and its participating Subsidiaries; provided, that the
costs and expenses associated with the redemption or exercise of any Plan
Award, including but not limited to commissions charged by any agent of the
Company, may be charged to the Participants.

SECTION  15.      FINALITY OF DETERMINATIONS

         Each determination, interpretation, or other action made or taken
pursuant to the provisions of the Plan by the Board or the Administrator shall
be final and shall be binding and conclusive for all purposes and upon all
persons, including, but without limitation thereto, the Company, its
Subsidiaries, the stockholders, the Administrator, the directors, officers, and
employees of the Company and its Subsidiaries, the Participants, and their
respective successors in interest.


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<PAGE>


SECTION  16.      NO RIGHTS TO CONTINUED EMPLOYMENT OR TO PLAN AWARD

         (a)      No Right to Employment. Nothing contained in this Plan, or in
any booklet or document describing or referring to the Plan, shall be deemed to
confer on any Participant the right to continue as an employee of the Company
or any Subsidiary, whether for the duration of any performance period,
restriction period, or vesting period under a Plan Award, or otherwise, or
affect the right of the Company or Subsidiary to terminate the employment of
any Participant for any reason.

         (b)      No Right to Award. No Employee or other person shall have any
claim or right to be granted a Plan Award under the Plan. Receipt of an Award
under the Plan shall not give a Participant or any other person any right to
receive any other Plan Award under the Plan. A Participant shall have no rights
in any Plan Award, except as set forth herein and in the applicable award
agreement.

SECTION  17.      GOVERNING LAW AND CONSTRUCTION

         The Plan and all actions taken hereunder shall be governed by, and the
Plan shall be construed in accordance with, the laws of the State of California
without regard to principles of conflict of laws. Titles and headings to
Sections are for purposes of reference only, and shall in no way limit, define
or otherwise affect the meaning or interpretation of the Plan.

SECTION  18.      SECURITIES AND STOCK EXCHANGE REQUIREMENTS

         (a)      Restrictions on Resale. Notwithstanding any other provision
of the Plan, no person who acquires Stock pursuant to the Plan may, during any
period of time that such person is an affiliate of the Company (within the
meaning of the rules and regulations of the Securities Exchange Commission),
sell or otherwise transfer such Stock, unless such offer and sale or transfer
is made (1) pursuant to an effective registration statement under the
Securities Act of 1933 ("1933 Act"), which is current and includes the Stock to
be sold, or (2) pursuant to an appropriate exemption from the registration
requirements of the 1933 Act, such as that set forth in Rule 144 promulgated
pursuant thereto.

         (b)      Registration, Listing and Qualification of Shares of Common
Stock. Notwithstanding any other provision of the Plan, if at any time the
Administrator shall determine that the registration, listing or qualification
of the Stock covered by a Plan Award upon any securities exchange or under any
foreign, federal, state or local law or practice, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition of,
or in connection with, the granting of such Plan Award or the purchase or
receipt of Stock in connection therewith, no Stock may be purchased, delivered
or received pursuant to such Plan Award unless and until such registration,
listing, qualification, consent or approval shall have been effected or
obtained free of any condition not acceptable to the Administrator. Any person
receiving or purchasing Stock pursuant to a Plan Award shall make such
representations and agreements and furnish such information as the
Administrator may request to assure compliance with the foregoing or any other
applicable legal requirements. The Company shall not be required to issue or
deliver any certificate or certificates for Stock under the Plan prior to the
Administrator's determination that all related requirements have been
fulfilled. The Company shall in no event be obligated to register any
securities pursuant to the 1933 Act or applicable state or foreign law or to
take any other action in order to cause the issuance and delivery of such
certificates to comply with any such law, regulation, or requirement.


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