0201 S8 Plan



Exhibit 4.1

 

CATAPULSE, INC

1999 STOCK PLAN

1.Purposes of the Plan.  The purposes of this Stock Plan are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the
success of the Company's business.  Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant.  Stock Purchase Rights may also be granted under the Plan.

2.Definitions.  As used herein, the following definitions shall apply:

(a)"Administrator" means the Board or any of its Committees as shall be administering the Plan in accordance with
Section 4 hereof.

(b)"Applicable Laws" means the requirements relating to the administration of stock option plans under U.S. state
corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is
listed or quoted and the applicable laws of any other country or jurisdiction where Options or Stock Purchase Rights are granted
under the Plan.

(c)"Board" means the Board of Directors of the Company.



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



(e)"Committee"  means a committee of Directors appointed by the Board in accordance with Section 4
hereof.



(f)"Common Stock" means the Common Stock of the Company.



(g)"Company" means CataPULSE, Inc., a Delaware corporation.



(h)"Consultant" means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or
advisory services to such entity.



(i)"Director" means a member of the Board of Directors of the Company.

(j)"Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code.

(k)"Employee" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary
of the Company.  A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract.  If reemployment upon expiration of a leave of absence approved by the Company is not so
guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive
Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.  Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by the Company.

(l)"Exchange Act" means the Securities Exchange Act of 1934, as amended.

(m)"Fair Market Value" means, as of any date, the value of Common Stock determined as follows:
(i)If the Common Stock is listed on any established stock exchange or a national market system, including without limitation
the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales
price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading
day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems
reliable;

(ii)If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to
the day of determination; or

(iii)In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Administrator.

(n)"Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code.

(o)"Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option.

(p)"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.

(q)"Option" means a stock option granted pursuant to the Plan.

(r)"Option Agreement" means a written or electronic agreement between the Company and an Optionee evidencing the terms
and conditions of an individual Option grant.  The Option Agreement is subject to the terms and conditions of the Plan.

(s)"Option Exchange Program" means a program whereby outstanding Options are exchanged for Options with a lower
exercise price.

(t)"Optioned Stock" means the Common Stock subject to an Option or a Stock Purchase Right.

(u)"Optionee" means the holder of an outstanding Option or Stock Purchase Right granted under the Plan.

(v)"Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the
Code.

(w)"Plan" means this 1999 Stock Plan.

(x)"Restricted Stock" means shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under
Section 11 below.

(y)"Section 16(b) " means Section 16(b) of the Securities Exchange Act of 1934, as amended.

(z)"Service Provider"  means an Employee, Director or Consultant.

(aa)"Share" means a share of the Common Stock, as adjusted in accordance with Section 12 below.

(bb)"Stock Purchase Right" means a right to purchase Common Stock pursuant to Section 11 below.

(cc)"Subsidiary" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f)
of the Code.

3.Stock Subject to the Plan.  Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of
Shares which may be subject to option and sold under the Plan is 25,000,000 Shares, plus an annual increase to be added on January 1
of each year (beginning in the year 2001) equal to the greater of (i) 1,000,000 shares, (ii) 5% of the outstanding shares of the
Company at the close of business on such date, or (iii) such other amount as determined by the Board.  The Shares may be authorized
but unissued, or reacquired Common Stock.  

If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered
pursuant to an Option Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or
sale under the Plan (unless the Plan has terminated).  However, Shares that have actually been issued under the Plan, upon exercise
of either an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution
under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase price, such
Shares shall become available for future grant under the Plan. 

4.Administration of the Plan.

(a)Administrator.  The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee
shall be constituted to comply with Applicable Laws.

(b)Powers of the Administrator.  Subject to the provisions of the Plan and, in the case of a Committee, the specific
duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall
have the authority in its discretion:

(i)to determine the Fair Market Value;

(ii)to select the Service Providers to whom Options and Stock Purchase Rights may from time to time be granted hereunder;

(iii)to determine the number of Shares to be covered by each such award granted hereunder;

(iv)to approve forms of agreement for use under the Plan;

(v)to determine the terms and conditions, of any Option or Stock Purchase Right granted hereunder.  Such terms and conditions
include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which
may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option or Stock Purchase Right or the Common Stock relating thereto, based in each case on such factors as
the Administrator, in its sole discretion, shall determine;

(vi)to determine whether and under what circumstances an Option may be settled in cash under subsection 9(e) instead of
Common Stock;

(vii)to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common
Stock covered by such Option has declined since the date the Option was granted;

(viii)to initiate an Option Exchange Program;

(ix)to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(x)to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the amount
required to be withheld.  The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax
to be withheld is to be determined.  All elections by Optionees to have Shares withheld for this purpose shall be made in such form
and under such conditions as the Administrator may deem necessary or advisable; and

(xi)to construe and interpret the terms of the Plan and awards granted pursuant to the Plan.

(c)Effect of Administrator's Decision.  All decisions, determinations and interpretations of the Administrator shall be
final and binding on all Optionees.


5.Eligibility.
(a)Nonstatutory Stock Options and Stock Purchase Rights may be granted to Service Providers.  Incentive Stock Options may be
granted only to Employees.

(b)Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company
and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options.  For purposes of this
Section 5(b), Incentive Stock Options shall be taken into account in the order in which they were granted.  The Fair Market
Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(c)Neither the Plan nor any Option or Stock Purchase Right shall confer upon any Optionee any right with respect to continuing
the Optionee's relationship as a Service Provider with the Company, nor shall it interfere in any way with his or her right or the
Company's right to terminate such relationship at any time, with or without cause.

6.Term of Plan.  The Plan shall become effective upon its adoption by the Board.  It shall continue in effect for a
term of ten (10) years unless sooner terminated under Section 14 of the Plan.

7.Term of Option.  The term of each Option shall be stated in the Option Agreement; provided, however, that the term
shall be no more than ten (10) years from the date of grant thereof.  In the case of an Incentive Stock Option granted to an
Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Option Agreement.

8.Option Exercise Price and Consideration.

(a)The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by
the Administrator, but shall be subject to the following:

(i)In the case of an Incentive Stock Option

(A)granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of grant.

(B)granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per
Share on the date of grant.

(ii)In the case of a Nonstatutory Stock Option

(A)granted to a Service Provider who, at the time of grant of such Option, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110%
of the Fair Market Value per Share on the date of grant.

(B)granted to any other Service Provider, the per Share exercise price shall be no less than 85% of the Fair Market Value per
Share on the date of grant.



(iii)Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above
pursuant to a merger or other corporate transaction.

(b)The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall
be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant).  Such
consideration  may consist of (1) cash, (2) check, (3) promissory note, (4) other Shares which (x) in the
case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months on the date of
surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to
which such Option shall be exercised, (5) consideration received by the Company under a cashless exercise program implemented by
the Company in connection with the Plan, or (6) any combination of the foregoing methods of payment.  In making its
determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company.

9.Exercise of Option.
(a)Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the
terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement.
Except in the case of Options granted to Officers, Directors and Consultants, Options shall become exercisable at a rate of no less
than 20% per year over five (5) years from the date the Options are granted.  Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled during any unpaid leave of absence.  An Option may not be exercised for a
fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance
with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to
which the Option is exercised.  Full payment may consist of any consideration and method of payment authorized by the Administrator
and permitted by the Option Agreement and the Plan.  Shares issued upon exercise of an Option shall be issued in the name of the
Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse.  Until the Shares are issued (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to
vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise
of the Option.  The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised.  No adjustment
will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided
in Section 12 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of
the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b)Termination of Relationship as a Service Provider.  If an Optionee ceases to be a Service Provider, such Optionee
may exercise his or her Option within such period of time as is specified in the Option Agreement (of at least thirty (30) days) to
the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option
as set forth in the Option Agreement).  In the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for three (3) months following the Optionee's termination.  If, on the date of termination, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan.  If, after
termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

(c)Disability of Optionee.  If an Optionee ceases to be a Service Provider as a result of the Optionee's Disability,
the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement (of at least six (6)
months) to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement).  In the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's termination.  If, on the date of termination, the Optionee is not vested
as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan.  If, after
termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

(d)Death of Optionee.  If an Optionee dies while a Service Provider, the Option may be exercised within such period of
time as is specified in the Option Agreement (of at least six (6) months) to the extent that the Option is vested on the date of
death (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement) by the Optionee's
estate or by a person who acquires the right to exercise the Option by bequest or inheritance.  In the absence of a specified time in
the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee's termination.  If, at the
time of death, the Optionee is not vested as to the entire Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan.  If the Option is not so exercised within the time specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.



(e)Buyout Provisions.  The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option
previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the
time that such offer is made.



10.Non-Transferability of Options and Stock Purchase Rights.  The Options and Stock Purchase Rights may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

11.Stock Purchase Rights.
(a)Rights to Purchase.  Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other
awards granted under the Plan and/or cash awards made outside of the Plan.  After the Administrator determines that it will offer
Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and
restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be
paid, and the time within which such person must accept such offer.  The terms of the offer shall comply in all respects with
Section 260.140.42 of Title 10 of the California Code of Regulations.  The offer shall be accepted by execution of a
Restricted Stock Purchase Agreement in the form determined by the Administrator. 

(b)Repurchase Option.  Unless the Administrator determines otherwise, the Restricted Stock purchase agreement shall
grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's service with the
Company for any reason (including death or disability).  The purchase price for Shares repurchased pursuant to the Restricted Stock
purchase agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the
purchaser to the Company.  The repurchase option shall lapse at such rate as the Administrator may determine.  Except with respect to
Shares purchased by Officers, Directors and Consultants, the repurchase option shall in no case lapse at a rate of less than 20% per
year over five (5) years from the date of purchase.  

(c)Other Provisions.  The Restricted Stock purchase agreement shall contain such other terms, provisions and conditions
not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. 

(d)Rights as a Stockholder.  Once the Stock Purchase Right is exercised, the purchaser shall have rights equivalent to
those of a stockholder and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized
transfer agent of the Company.  No adjustment shall be made for a dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in Section 12 of the Plan.

12.Adjustments Upon Changes in Capitalization, Merger or Asset Sale.
(a)Changes in Capitalization.  Subject to any required action by the stockholders of the Company, the number of shares
of Common Stock covered by each outstanding Option or Stock Purchase Right, and the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per share of Common
Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company.  The conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration."  Such adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive.  Except as expressly provided herein, no issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common Stock subject to an Option or Stock Purchase Right.

(b)Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company, the
Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction.  The
Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option or Stock Purchase Right
until fifteen (15) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which
the Option or Stock Purchase Right would not otherwise be exercisable.  In addition, the Administrator may provide that any Company
repurchase option applicable to any Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated.  To the extent it
has not been previously exercised, an Option or Stock Purchase Right will terminate immediately prior to the consummation of such
proposed action.

(c)Merger or Asset Sale.  In the event of a merger of the Company with or into another corporation, or the sale of
substantially all of the assets of the Company, each outstanding Option and Stock Purchase Right shall be assumed or an equivalent
option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation.  In the event that
the successor corporation refuses to assume or substitute for the Option or Stock Purchase Right, the Optionee shall fully vest in
and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it
would not otherwise be vested or exercisable.  If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or
electronically that the Option or Stock Purchase Right shall be fully exercisable for a period of fifteen (15) days from the
date of such notice, and the Option or Stock Purchase Right shall terminate upon the expiration of such period.  For the purposes of
this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the merger or sale of assets, the option
or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option or Stock Purchase Right
immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received
in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the
successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock subject to the
Option or Stock Purchase Right, to be solely common stock of the successor corporation or its Parent equal in fair market value to
the per share consideration received by holders of Common Stock in the merger or sale of assets.

13.Time of Granting Options and Stock Purchase Rights.  The date of grant of an Option or Stock Purchase Right shall,
for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or
such other date as is determined by the Administrator.  Notice of the determination shall be given to each Service Provider to whom
an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.

14.Amendment and Termination of the Plan.
(a)Amendment and Termination.  The Board may at any time amend, alter, suspend or terminate the Plan.

(b)Stockholder Approval.  The Board shall obtain stockholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws. 

(c)Effect of Amendment or Termination.  No amendment, alteration, suspension or termination of the Plan shall impair
the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in
writing and signed by the Optionee and the Company.  Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination.

15.Conditions Upon Issuance of Shares.  
(a)Legal Compliance.  Shares shall not be issued pursuant to the exercise of an Option  unless the exercise of such
Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

(b)Investment Representations.  As a condition to the exercise of an Option, the Administrator may require the person
exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.

16.Inability to Obtain Authority.  The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.

17.Reservation of Shares.  The Company, during the term of this Plan, shall at all times reserve and keep available
such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

18.Stockholder Approval.  The Plan shall be subject to approval by the stockholders of the Company within twelve
(12) months after the date the Plan is adopted.  Such stockholder approval shall be obtained in the degree and manner required
under Applicable Laws.

19.Information to Optionees and Purchasers.  The Company shall provide to each Optionee and to each individual who
acquires Shares pursuant to the Plan, not less frequently than annually during the period such Optionee or purchaser has one or more
Options or Stock Purchase Rights outstanding, and, in the case of an individual who acquires Shares pursuant to the Plan, during the
period such individual owns such Shares, copies of annual financial statements.  The Company shall not be required to provide such
statements to key employees whose duties in connection with the Company assure their access to equivalent information.
























CATAPULSE INC.

1999 STOCK PLAN

STOCK OPTION AGREEMENT - EARLY EXERCISE

Unless otherwise defined herein, the terms defined in the 1999 Stock Plan shall have the same defined meanings in this Stock
Option Agreement (the "Option Agreement").

I.NOTICE OF STOCK OPTION GRANT

 

Name

Address

 

 

You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and
this Option Agreement, as follows:
Grant Number

Date of Grant

Vesting Commencement Date

Exercise Price per Share

Total Number of Shares Granted

Total Exercise Price


	
Type of Option
	
__________ Incentive Stock Option

	 	
__________ Nonstatutory Stock Option











Term/Expiration Date:

 

Exercise and Vesting Schedule:
This Option shall be exercisable in whole or in part, and shall vest according to the following vesting schedule:

(Vesting Schedule)

Termination Period:
This Option may be exercised, to the extent it is then vested, for three months after Optionee ceases to be a Service Provider.
Upon death or Disability of the Optionee, this Option may be exercised, to the extent it is then vested, for one year after Optionee
ceases to be Service Provider.  In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

II. AGREEMENT
1.Grant of Option.  The Administrator of the Company hereby grants to the Optionee named in the Notice of Grant
(the "Optionee"), an option (the "Option") to purchase the number of Shares set forth in the Notice of Grant, at
the exercise price per Share set forth in the Notice of Grant (the "Exercise Price"), and subject to the terms and
conditions of the Plan, which is incorporated herein by reference.  Subject to Section 14(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.  

If designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an
Incentive Stock Option as defined in Section 422 of the Code.  Nevertheless, to the extent that it exceeds the $100,000 rule of Code
Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ("NSO").

2.Exercise of Option.  This Option shall be exercisable during its term in accordance with the provisions of
Section 9 of the Plan as follows:
(a)Right to Exercise.
(i)Subject to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be exercisable cumulatively according to the vesting
schedule set forth in the Notice of Grant.  Alternatively, at the election of the Optionee, this Option may be exercised in whole or
in part at any time as to Shares that have not yet vested.  Vested Shares shall not be subject to the Company's repurchase right (as
set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1).

(ii)As a condition to exercising this Option for unvested Shares, the Optionee shall execute the Restricted Stock Purchase
Agreement.

(iii)This Option may not be exercised for a fraction of a Share.

(b)Method of Exercise.  This Option shall be exercisable by delivery of an exercise notice in the form attached as
Exhibit A (the "Exercise Notice") which shall state the election to exercise the Option, the number of Shares with respect
to which the Option is being exercised, and such other representations and agreements as may be required by the Company.  The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares.  This Option shall be
deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise
Price.

No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with
Applicable Laws.  Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the
date on which the Option is exercised with respect to such Shares.

3.Optionee's Representations.  In the event the Shares have not been registered under the Securities Act of 1933, as
amended, at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all
or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as
Exhibit B, and shall read the applicable rules of the Commissioner of Corporations attached to such Investment
Representation Statement.

4.Lock-Up Period.  Optionee hereby agrees that, if so requested by the Company or any representative of the
underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the
Company under the Securities Act, Optionee shall not sell or otherwise transfer any Shares or other securities of the Company
during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing
by the Company) (the "Market Standoff Period") following the effective date of a registration statement of the Company
filed under the Securities Act.  Such restriction shall apply only to the first registration statement of the Company to become
effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten
public offering under the Securities Act.  The Company may impose stop-transfer instructions with respect to securities subject to
the foregoing restrictions until the end of such Market Standoff Period. 

5.Method of Payment.  Payment of the aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee:
(a)cash; 

(b)check;

(c)consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with
the Plan; or

(d)surrender of other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the
Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender
equal to the aggregate Exercise Price of the Exercised Shares.

6.Restrictions on Exercise.  This Option may not be exercised until such time as the Plan has been approved by the
shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such
shares would constitute a violation of any Applicable Law.

7.Non-Transferability of Option.  This Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee.  The terms of the Plan and
this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

8.Term of Option.  This Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of this Option.

9.Tax Consequences.  Set forth below is a brief summary as of the date of this Option of some of the federal tax
consequences of exercise of this Option and disposition of the Shares.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.
(a)Exercise of NSO.  There may be a regular federal income tax liability upon the exercise of an NSO.  The Optionee
will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the
Fair Market Value of the Exercised Shares on the date of exercise over the Exercise Price.  If Optionee is an Employee or a former
Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable
taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to
honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(b)Exercise of ISO.  If this Option qualifies as an ISO, there will be no regular federal income tax liability upon the
exercise of the Option, although the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over
the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the
Optionee to the alternative minimum tax in the year of exercise.

(c)Exercise of ISO Following Disability.  If the Optionee ceases to be an Employee as a result of a disability that is
not a total and permanent disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination,
the Optionee must exercise an ISO within three months of such termination for the ISO to be qualified as an ISO.

(d)Disposition of Shares.  In the case of an NSO, if Shares are held for at least one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal income tax purposes.  In the case of an ISO, if
Shares transferred pursuant to the Option are held for at least one year after exercise and at least two years after the Date of
Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes.
If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain
realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the
difference between the Exercise Price of the Exercised Shares and the lesser of (i) the Fair Market Value of the Exercised Shares on
the date of exercise, or (ii) the sale price of the Exercised Shares.  Different rules may apply if the Shares are subject to a
substantial risk of forfeiture (within the meaning of Section 83 of the Code) at the time of purchase.  Any additional gain will be
taxed as capital gain, short-term depending on the period that the ISO Shares were held. 

(e)Notice of Disqualifying Disposition of ISO Shares.  If the Option granted to Optionee herein is an ISO, and if
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date
two years after the Date of Grant, or (ii) the date one year after the date of exercise, the Optionee shall immediately notify
the Company in writing of such disposition.  Optionee agrees that Optionee may be subject to income tax withholding by the Company on
the compensation income recognized by the Optionee.

(f)Section 83(b) Election for Unvested Shares Purchased Pursuant to Options.  With respect to the exercise of an Option
for unvested Shares, an election (the "Election") may be filed by the Optionee with the Internal Revenue Service, within
30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference
between the purchase price of the Shares and their Fair Market Value on the date of purchase.  In the case of an NSO, this will
result in a recognition of taxable income to the Optionee on the date of exercise, measured by the excess, if any, of the Fair Market
Value of the Exercised Shares, at the time the Option is exercised over the purchase price for the Exercised Shares.  Absent such an
election, taxable income will be measured and recognized by Optionee at the time or times on which the Company's Repurchase Option
lapses.  In the case of an ISO, such an election will result in a recognition of income to the Optionee for alternative minimum tax
purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the Exercised Shares, at the time the
Option is exercised, over the purchase price for the Exercised Shares.  Absent such an election, alternative minimum taxable income
will be measured and recognized by Optionee at the time or times on which the Company's Repurchase Option lapses.   Optionee is
strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the
advisability of filing of the Election under Section 83(b) of the Code.  A form of Election under Section 83(b) is attached hereto as
Exhibit C-5 for reference.  

OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER
SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON OPTIONEE'S BEHALF.

10.Entire Agreement; Governing Law.  The Plan is incorporated herein by reference.  The Plan and this Option Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely
to the Optionee's interest except by means of a writing signed by the Company and Optionee.  This Option Agreement is governed by the
internal substantive laws but not the choice of law rules of California.

11.No Guarantee of Continued Service.  OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH
OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions
thereof, and hereby accepts this Option subject to all of the terms and provisions thereof.  Optionee has reviewed the Plan and this
Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option.  Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions arising under the Plan or this Option.  Optionee further agrees to notify the Company upon any
change in the residence address indicated below.

 


	
OPTINEE
	
CATAPULSE, INC.

	
____________________________________
	
_____________________________

	
Signature
	
By

	
____________________________________
	
Chief Executive Officer

	
Print Name
	
Title

	
____________________________________
	 
	
____________________________________
	 
	
Residence Address
	 
	 	 






EXHIBIT A

1999 STOCK PLAN

EXERCISE NOTICE

Catapulse, Inc.

5 Results Way

Cupertino  CA  95014

Attention:  Stock Administration

 

1.Exercise of Option.  Effective as of today, ________________, ____, the undersigned ("Optionee")
hereby elects to exercise Optionee's option (the "Option") to purchase ________________ shares of the Common Stock
(the "Shares") of Catapulse, Inc. (the "Company") under and pursuant to the 1999 Stock Plan (the
"Plan") and the Stock Option Agreement dated ______________, _____ (the "Option Agreement").

2.Delivery of Payment.  Purchaser herewith delivers to the Company the full purchase price of the
Shares, as set forth in the Option Agreement.

3.Representations of Optionee.  Optionee acknowledges that Optionee has received, read and understood
the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 

4.Rights as Shareholder.  Until the issuance of the Shares (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the optioned stock, notwithstanding the exercise of the Option.  The Shares shall
be issued to the Optionee as soon as practicable after the Option is exercised.  No adjustment shall be made for a dividend or other
right for which the record date is prior to the date of issuance except as provided in Section 12 of the Plan.  

5.Company's Right of First Refusal.  Before any Shares held by Optionee or any transferee (either being
sometimes referred to herein as the "Holder") may be sold or otherwise transferred (including transfer by gift or operation
of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set
forth in this Section (the "Right of First Refusal").
(a)Notice of Proposed Transfer.  The Holder of the Shares shall deliver to the Company a written notice (the
"Notice") stating:  (i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name
of each proposed purchaser or other transferee ("Proposed Transferee"); (iii) the number of Shares to be transferred
to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer
the Shares (the "Offered Price"), and the Holder shall offer the Shares at the Offered Price to the Company or its
assignee(s).

(b)Exercise of Right of First Refusal.  At any time within thirty (30) days after receipt of the
Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all,
of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in
accordance with subsection (c) below.

(c)Purchase Price.  The purchase price ("Purchase Price") for the Shares purchased by the
Company or its assignee(s) under this Section shall be the Offered Price.  If the Offered Price includes consideration other than
cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good
faith.

(d)Payment.  Payment of the Purchase Price shall be made, at the option of the Company or its
assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company
(or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the
Notice or in the manner and at the times set forth in the Notice.

(e)Holder's Right to Transfer.  If all of the Shares proposed in the Notice to be transferred to a
given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may
sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale
or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in
accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section
shall continue to apply to the Shares in the hands of such Proposed Transferee.  If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its
assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.

(f)Exception for Certain Family Transfers.  Anything to the contrary contained in this Section
notwithstanding, the transfer of any or all of the Shares during the Optionee's lifetime or on the Optionee's death by will or
intestacy to the Optionee's immediate family or a trust for the benefit of the Optionee's immediate family shall be exempt from the
provisions of this Section.  "Immediate Family" as used herein shall mean spouse, lineal descendant or antecedent, father,
mother, brother or sister.  In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject
to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this
Section.

(g)Termination of Right of First Refusal.  The Right of First Refusal shall terminate as to any
Shares upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and
declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended.

6.Tax Consultation.  Optionee understands that Optionee may suffer adverse tax consequences as a result
of Optionee's purchase or disposition of the Shares.  Optionee represents that Optionee has consulted with any tax consultants
Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company
for any tax advice.

7.Restrictive Legends and Stop-Transfer Orders.
(a)Legends.  Optionee understands and agrees that the Company shall cause the legends set forth
below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together
with any other legends that may be required by the Company or by state or federal securities laws:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT")
AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE
OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS
IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHT OF FIRST
REFUSAL OPTIONS HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER
OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH TRANSFER RESTRICTIONS AND RIGHT OF
FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION
THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN
THE COMMISSIONER'S RULES.

Optionee understands that transfer of the Shares may be restricted by Section 260.141.11 of the Rules of the
California Corporations Commissioner, a copy of which is attached to Exhibit B, the Investment Representation Statement.







(b)Stop-Transfer Notices.  Optionee agrees that, in order to ensure compliance with the
restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if
any, and that, if the Company  transfers its own securities, it may make appropriate notations to the same effect in its own
records.

(c)Refusal to Transfer.  The Company shall not be required (i) to transfer on its books any
Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to
treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such
Shares shall have been so transferred.

8.Successors and Assigns.  The Company may assign any of its rights under this Exercise Notice to
single or multiple assignees, and the terms and conditions of this Exercise Notice shall inure to the benefit of the successors and
assigns of the Company.  Subject to the restrictions on transfer herein set forth, the terms and conditions of this Exercise Notice
shall be binding upon Optionee and his or her heirs, executors, administrators, successors and assigns.

9.Interpretation.  Any dispute regarding the interpretation of this Exercise Notice shall be submitted
by Optionee or by the Company forthwith to the Administrator which shall review such dispute at its next regular meeting.  The
resolution of such a dispute by the Administrator shall be final and binding on all parties.

10.Governing Law; Severability.  This Exercise Notice is governed by the internal substantive laws, but
not the choice of law rules, of California.

11.Entire Agreement.  The Plan and Option Agreement are incorporated herein by reference.  This
Exercise Notice, the Plan, the Restricted Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely
to the Optionee's interest except by means of a writing signed by the Company and Optionee.


	
Submitted by:
	
Accepted by:

	
OPTIONEE
	
CATAPULSE, INC.

	
____________________________
	
__________________________

	
Signature
	
By

	
____________________________
	
Chief Executive Officer

	
Print Name
	
Its

	
Address:
	
Address:


	
________________________
	
5 Results Way

	
________________________
	
Cupertino  CA  95014

	 	
________________________

	 	
Date Received




EXHIBIT B

INVESTMENT REPRESENTATION STATEMENT

OPTIONEE :


COMPANY:CATAPULSE, INC.


SECURITY:COMMON STOCK


AMOUNT (shares):


DATE:



In connection with the purchase of the above-listed Securities, the undersigned Optionee represents to the
Company the following:

(a)Optionee is aware of the Company's business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to acquire the Securities.  Optionee is acquiring these
Securities for investment for Optionee's own account only and not with a view to, or for resale in connection with, any
"distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act").

(b)Optionee acknowledges and understands that the Securities constitute "restricted securities"
under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Optionee's investment intent as expressed herein.  In this
connection, Optionee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption
may be unavailable if Optionee's representation was predicated solely upon a present intention to hold these Securities for the
minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market
price of the Securities, or for a period of one year or any other fixed period in the future.  Optionee further understands that the
Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such
registration is available.  Optionee further acknowledges and understands that the Company is under no obligation to register the
Securities.  Optionee understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the
transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to
the Company, a legend prohibiting their transfer without the consent of the Commissioner of Corporations of the State of California
and with any other legend required under applicable state securities laws.

(c)Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the
Securities Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or
indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions.  Rule 701
provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will
be exempt from registration under the Securities Act.  In the event the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market
stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of
the conditions specified by Rule 144, including:  (1) the resale being made through a broker in an unsolicited
"broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company,
(3) the amount of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e),
and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the
Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale
to occur not less than one year after the later of the date the Securities were sold by the Company or the date the Securities were
sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an
affiliate, or by a non-affiliate who subsequently holds the Securities less than two years, the satisfaction of the conditions set
forth in sections (1), (2), (3) and (4) of the paragraph immediately above.

(d)Optionee further understands that in the event all of the applicable requirements of Rule 701 or 144
are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange
Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering
and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and their respective brokers who participate in such
transactions do so at their own risk.  Optionee understands that no assurances can be given that any such other registration
exemption will be available in such event.

(e)Optionee understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the
transfer of the Securities without the consent of the Commissioner of Corporations of California.  Optionee has read the applicable
Commissioner's Rules with respect to such restriction, a copy of which is attached.

Signature of Optionee:


_____________________

Date:_______________________




ATTACHMENT 1

STATE OF CALIFORNIA - CALIFORNIA ADMINISTRATIVE CODE

Title 10.  Investment - Chapter 3.  Commissioner of Corporations

260.141.11: Restriction on Transfer.

(a)The issuer of any security upon which a restriction on transfer has been imposed pursuant to Sections 260.102.6, 260.141.10
or 260.534 shall cause a copy of this section to be delivered to each issuee or transferee of such security at the time the
certificate evidencing the security is delivered to the issuee or transferee.

(b)It is unlawful for the holder of any such security to consummate a sale or transfer of such security, or any interest
therein, without the prior written consent of the Commissioner (until this condition is removed pursuant to Section 260.141.12 of
these rules), except:

  (1)to the issuer;

  (2)pursuant to the order or process of any court;

  (3)to any person described in Subdivision (i) of Section 25102 of the Code or Section 260.105.14 of these
rules;

  (4)to the transferor's ancestors, descendants or spouse, or any custodian or trustee for the account of the
transferor or the transferor's ancestors, descendants, or spouse; or to a transferee by a trustee or custodian for the account of the
transferee or the transferee's ancestors, descendants or spouse;

  (5)to holders of securities of the same class of the same issuer;

  (6)by way of gift or donation inter vivos or on death;

  (7)by or through a broker-dealer licensed under the Code (either acting as such or as a finder) to a resident of a
foreign state, territory or country who is neither domiciled in this state to the knowledge of the broker-dealer, nor actually
present in this state if the sale of such securities is not in violation of any securities law of the foreign state, territory or
country concerned;

  (8)to a broker-dealer licensed under the Code in a principal transaction, or as an underwriter or member of an
underwriting syndicate or selling group;

  (9)if the interest sold or transferred is a pledge or other lien given by the purchaser to the seller upon a sale
of the security for which the Commissioner's written consent is obtained or under this rule not required;

(10)by way of a sale qualified under Sections 25111, 25112, 25113 or 25121 of the Code, of the securities to be transferred,
provided that no order under Section 25140 or subdivision (a) of Section 25143 is in effect with respect to such qualification;

(11)by a corporation to a wholly owned subsidiary of such corporation, or by a wholly owned subsidiary of a corporation to
such corporation;

(12)by way of an exchange qualified under Section 25111, 25112 or 25113 of the Code, provided that no order under Section
25140 or subdivision (a) of Section 25143 is in effect with respect to such qualification;

(13) between residents of foreign states, territories or countries who are neither domiciled nor actually present in this
state;

(14)to the State Controller pursuant to the Unclaimed Property Law or to the administrator of the unclaimed property law of
another state; or

(15)by the State Controller pursuant to the Unclaimed Property Law or by the administrator of the unclaimed property law of
another state if, in either such case, such person (i) discloses to potential purchasers at the sale that transfer of the securities
is restricted under this rule, (ii) delivers to each purchaser a copy of this rule, and (iii) advises the Commissioner of the name of
each purchaser;

(16)by a trustee to a successor trustee when such transfer does not involve a change in the beneficial ownership of the
securities;

(17)by way of an offer and sale of outstanding securities in an issuer transaction that is subject to the qualification
requirement of Section 25110 of the Code but exempt from that qualification requirement by subdivision (f) of Section 25102; provided
that any such transfer is on the condition that any certificate evidencing the security issued to such transferee shall contain the
legend required by this section.

(c)The certificates representing all such securities subject to such a restriction on transfer, whether upon initial issuance
or upon any transfer thereof, shall bear on their face a legend, prominently stamped or printed thereon in capital letters of not
less than 10-point size, reading as follows:

"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION
THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN
THE COMMISSIONER'S RULES."


EXHIBIT C-1

CATAPULSE, INC.

1999 STOCK PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made between _____________________________ (the "Purchaser") and Catapulse, Inc.
(the "Company") as of __________________, ____.

Unless otherwise defined herein, the terms defined in the 1999 Stock Plan shall have the same defined meanings in
this Agreement.

RECITALS

A.Pursuant to the exercise of the option (grant number ____) granted to Purchaser under the Plan
and pursuant to the Option Agreement dated _______________, ____ by and between the Company and Purchaser with respect to such grant
(the "Option"), which Plan and Option Agreement are hereby incorporated by reference, Purchaser has elected to purchase
_________ of those shares of Common Stock which have not become vested under the vesting schedule set forth in the Option Agreement
("Unvested Shares").  The Unvested Shares and the shares subject to the Option Agreement which have become vested are
sometimes collectively referred to herein as the "Shares."

B.As required by the Option Agreement, as a condition to Purchaser's election to exercise the option,
Purchaser must execute this Agreement, which sets forth the rights and obligations of the parties with respect to Shares acquired
upon exercise of the Option.




	Repurchase Option.



	If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and
Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the
case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such
Shares (the "Repurchase Option").


	Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering
personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90)
days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a
date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's
office.  At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate
or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.


	At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the
Company.  The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank,
date of closing, and waiving the closing at the Company's office.


	If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice
within ninety (90) days following the termination, the Repurchase Option shall terminate.


	The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option
Agreement.


	Transferability of the Shares; Escrow.



	Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the
Company, to transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company.


	To insure the availability for delivery of Purchaser's Unvested Shares upon repurchase by the Company pursuant
to the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company
as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares, if any, repurchased by
the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the Secretary of
the Company, or such other person designated by the Company, the share certificates representing the Unvested Shares, together with
the stock assignment duly endorsed in blank, attached hereto as Exhibit C-2.  The Unvested Shares and stock assignment shall
be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as
Exhibit C-3 hereto, until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until
such time as this Agreement no longer is in effect.  As a further condition to the Company's obligations under this Agreement, the
spouse of the Purchaser, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit C-
4.  Upon vesting of the Unvested Shares, the escrow agent shall promptly deliver to the Purchaser the certificate or certificates
representing such Shares in the escrow agent's possession belonging to the Purchaser, and the escrow agent shall be discharged of all
further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as
escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.


	The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding
the Shares in escrow and while acting in good faith and in the exercise of its judgment.


	Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and
federal securities laws.  Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed
by the Purchaser with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this
Agreement. 


	Ownership, Voting Rights, Duties.  This Agreement shall not affect in any way the ownership, voting
rights or other rights or duties of Purchaser, except as specifically provided herein. 


	Legends.  The share certificate evidencing the Shares issued hereunder shall be endorsed with the
following legend (in addition to any legend required under applicable federal and state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF
REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.


	Adjustment for Stock Split.  All references to the number of Shares and the purchase price of the
Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares
which may be made by the Company pursuant to Section 12 of the Plan after the date of this Agreement.


	Notices.  Notices required hereunder shall be given in person or by registered mail to the address of
Purchaser shown on the records of the Company, and to the Company at their respective principal executive offices.


	Survival of Terms.  This Agreement shall apply to and bind Purchaser and the Company and their
respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.


	Section 83(b) Election.  Purchaser hereby acknowledges that he or she has been informed that, with
respect to the exercise of an Option for Unvested Shares, an election (the "Election") may be filed by the Purchaser with
the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code
to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of
purchase.  In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the
date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is
exercised over the purchase price for the exercised Shares.  Absent such an Election, taxable income will be measured and recognized
by Purchaser at the time or times on which the Company's Repurchase Option lapses.  In the case of an Incentive Stock Option, such an
Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise,
measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the
purchase price for the exercised Shares.  Absent such an Election, alternative minimum taxable income will be measured and recognized
by Purchaser at the time or times on which the Company's Repurchase Option lapses. Purchaser is strongly encouraged to seek the
advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election
under Section 83(b) of the Code.  A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference.  

PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE
ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON
PURCHASER'S BEHALF.


	Representations.  Purchaser has reviewed with his own tax advisors the federal, state, local and
foreign tax consequences of this investment and the transactions contemplated by this Agreement.  Purchaser is relying solely on such
advisors and not on any statements or representations of the Company or any of its agents.  Purchaser understands that he (and not
the Company) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions
contemplated by this Agreement.


	Governing Law.  This Agreement shall be governed by the internal substantive laws, but not the choice
of law rules, of California.

Purchaser represents that he has read this Agreement and is familiar with its terms and provisions.  Purchaser
hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising
under this Agreement.

 

IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above.



	
OPTIONEE
	
CATAPULSE, INC.

	
_____________________________________
	
___________________________________

	
Signature
	
By

	
_________________________________
	
Chief Executive Officer

	
Print Name
	
Title

	
________________________________
	 
	
________________________________
	 
	
Residence Address
	 
	
Dated: _________________________, ____
	 



EXHIBIT C-2 

ASSIGNMENT SEPARATE FROM CERTIFICATE

 

FOR VALUE RECEIVED I, __________________________, hereby sell, assign and transfer unto Catapulse, Inc.
______________________ (__________) shares of the Common Stock of Catapulse, Inc. standing in my name of the books of said
corporation represented by Certificate No. _____ herewith and do hereby irrevocably constitute and appoint _______________
to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.

This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between
Catapulse, Inc. and the undersigned dated ______________, _____.

 


	
Dated: __________________________,_______
	
Signature:______________________________








 

 

 

 

INSTRUCTIONS: Please do not fill in any blanks other than the signature line.  The purpose of this assignment is to
enable the Company to exercise its "repurchase option," as set forth in the Agreement, without requiring additional
signatures on the part of the Purchaser.

EXHIBIT C-3 

JOINT ESCROW INSTRUCTIONS

_________________, ____

Corporate Secretary

Catapulse, Inc.

5 Results Way

Cupertino  CA  95014

Dear Corporate Secretary:

As Escrow Agent for both Catapulse, Inc.(the "Company"), and the undersigned purchaser of stock
of the Company (the "Purchaser"), you are hereby authorized and directed to hold the documents delivered to you pursuant to
the terms of that certain Restricted Stock Purchase Agreement (the "Agreement") between the Company and the undersigned, in
accordance with the following instructions:




	In the event the Company and/or any assignee of the Company (referred to collectively for convenience herein
as the "Company") exercises the Company's repurchase option set forth in the Agreement, the Company shall give to Purchaser
and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing
hereunder at the principal office of the Company.  Purchaser and the Company hereby irrevocably authorize and direct you to close the
transaction contemplated by such notice in accordance with the terms of said notice.


	At the closing, you are directed (a) to date the stock assignments necessary for the transfer in
question, (b) to fill in the number of shares being transferred, and (c) to deliver the stock assignments, together with
the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery
to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased
pursuant to the exercise of the Company's repurchase option.


	Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock
to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement.  Purchaser does hereby
irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein
contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for
consent to, or notice of transfer of, the securities.  Subject to the provisions of this paragraph 3, Purchaser shall exercise
all rights and privileges of a stockholder of the Company while the stock is held by you.


	Upon written request of the Purchaser, but no more than once per calendar year, unless the Company's
repurchase option has been exercised, you will deliver to Purchaser a certificate or certificates representing so many shares of
stock as are not then subject to the Company's repurchase option.  Within 120 days after cessation of Purchaser's continuous
employment by or services to the Company, or any parent or subsidiary of the Company, you will deliver to Purchaser a certificate or
certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or
its assignees pursuant to exercise of the Company's repurchase option.


	If at the time of termination of this escrow you should have in your possession any documents, securities, or
other property belonging to Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further
obligations hereunder.


	Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the
parties hereto.


	You shall be obligated only for the performance of such duties as are specifically set forth herein and may
rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to
have been signed or presented by the proper party or parties.  You shall not be personally liable for any act you may do or omit to
do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you
pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.


	You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by
any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with
and obey orders, judgments or decrees of any court.  In case you obey or comply with any such order, judgment or decree, you shall
not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding
any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered
without jurisdiction.


	You shall not be liable in any respect on account of the identity, authorities or rights of the parties
executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for
hereunder.


	You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these
Joint Escrow Instructions or any documents deposited with you.


	You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to
advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel
reasonable compensation therefor.


	Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent
of the Company or if you shall resign by written notice to each party.  In the event of any such termination, the Company shall
appoint a successor Escrow Agent.


	If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or
obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.


	It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or
right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without
liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement
of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has
expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such
proceedings.


	Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given
upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party
may designate by ten days' advance written notice to each of the other parties hereto.


	By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint
Escrow Instructions; you do not become a party to the Agreement.


	This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective
successors and permitted assigns.


	These Joint Escrow Instructions shall be governed by the internal substantive laws, but not the choice of law
rules, of California.

	
PURCHASER
	
CATAPULSE, INC.

	
________________________________
	
________________________________

	
Signature
	
By

	
________________________________
	
Chief Executive Officer

	
Print Name
	
Title

	
________________________________
	
________________________________

	
________________________________
	
________________________________

	
Residence Address
	 
	
ESCROW AGENT
	 
	
________________________________
	 
	
Corporate Secretary
	

	
Dated: __________________________,_____
	




















EXHIBIT C-4

CONSENT OF SPOUSE

 

I, ____________________, spouse of ___________________, have read and approve the foregoing Restricted
Stock Purchase Agreement (the "Agreement").  In consideration of granting of the right to my spouse to purchase shares of
____________________________, as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the
exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights
in said Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital
property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

 


	
Dated: __________________________,_______
	
Signature:______________________________


















EXHIBIT C-5 

ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue
Code of 1986, as amended, to include in taxpayer's gross income or alternative minimum taxable income, as the case may be, for the
current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer's receipt of the property
described below:




	The name, address, taxpayer identification number and taxable year of the undersigned are as
follows:


	
NAME:
	
TAXPAYER:
	
SPOUSE:

	
ADDRESS:
	 	 
	
IDENTIFICATION NO.:
	
TAXPAYER:
	
SPOUSE:

	
TAXABLE YEAR:
	 	 





	The property with respect to which the election is made is described as follows:
__________ shares (the "Shares") of the Common Stock of Catapulse, Inc. (the "Company").


	The date on which the property was transferred is:___________________ ,______.


	The property is subject to the following restrictions:

The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the
taxpayer and the Company.  These restrictions lapse upon the satisfaction of certain conditions contained in such agreement.  


	The fair market value at the time of transfer, determined without regard to any restriction other than a
restriction which by its terms will never lapse, of such property is:  $_________________.


	The amount (if any) paid for such property is:  $_________________.

The undersigned has submitted a copy of this statement to the person for whom the services were performed in
connection with the undersigned's receipt of the above-described property.  The transferee of such property is the person performing
the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the
Commissioner.


	
Dated: __________________________,_______
	
______________________________________

	 	
Taxpayer




The undersigned spouse of taxpayer joins in this election.


	
Dated: __________________________,_______
	
______________________________________

	 	
Spouse of Taxpayer