Company, any Parent or Subsidiary. Continuous Status as an Employee or Consultant shallnot be considered interrupted in the case of: (i) any leave of absence approved by theBoard, including sick leave, military leave, or any other personal leave; provided,however, that for purposes of Incentive Stock Options, any such leave may not exceedninety (90) days, unless reemployment upon the expiration of such leave is guaranteedby contract (including certain Company policies) or statute; or (ii) transfer betweenlocations of the Company or between the Company, its Parent, its Subsidiaries or itssuccessor. (j) “Director” means a member of the Board.  (k) “Disability” means total and permanent disability as defined inSection 22(e)(3) of the Code.  (l) “Employee” means any person, including Officers and Directors,employed by the Company or any Parent or Subsidiary of the Company. Neither service asa Director nor payment of a director’s fee by the Company shall be sufficient toconstitute “employment” by the Company.  (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.  (n) “Fair Market Value” means, as of any date, the value of Common Stockdetermined as follows: i. If the Common Stock is listed on anyestablished stock exchange or a national market system, includingwithout limitation the National Market System of the NationalAssociation of Securities Dealers, Inc. Automated Quotation(“NASDAQ”) System, the Fair Market Value of a Share of Common Stockshall be the closing sales price for such stock (or the closingbid, if no sales were reported) as quoted on such system orexchange (or the exchange with the greatest volume of trading inCommon Stock) on the last market trading day prior to the day ofdetermination, as reported in the Wall Street Journal or such othersource as the Administrator deems reliable;  ii. If the Common Stock is quoted on theNASDAQ Systems (but not on the National Market System thereof) oris regularly quoted by a recognized securities dealer but sellingprices are not reported, the Fair Market Value of a Share of CommonStock shall be the mean between the high bid and low asked pricesfor the Common Stock on the last market trading day prior to theday of determination, as reported in the Wall Street
 

 
   Journal or such other source as the Administrator deems reliable;  iii. In the absence of an established marketfor Common Stock, the Fair Market Value shall be determined in goodfaith by the Administrator. (o) “Incentive Stock Option” means an Option intended to qualify as anincentive stock option within the meaning of Section 422 of the Code and theregulations promulgated thereunder.  (p) “Nonstatutory Stock Option” means an Option not intented to qualifyas an Incentive Stock Option.  (q) “Notice of Grant” means a written notice evidencing certain terms andconditions of an individual Option. The Notice of Grant is part of the OptionAgreement.  (r) “Officer” means a person who is an officer of the Company within themeaning of Section 16 of the Exchange Act and the rules and regulations promulgatedthereunder.  (s) “Option” means a stock option granted pursuant to the Plan.  (t) “Option Agreement” means a written agreement between the Company andan Optionee evidencing the terms and conditions of an individual Option grant. TheOption Agreement is subject to the terms and conditions of the Plan.  (u) “Option Exchange Program” means a program whereby outstanding optionsare surrendered in exchange for options with a lower exercise price.  (v) “Optioned Stock” means the Common Stock subject to an Option.  (w) “Optionee” means an Employee or Consultant who holds an outstandingOption.  (x) “Parent” means a “parent corporation,” whether now or hereafterexisting, as defined in Section 424(e) of the Code.  (y) “Plan” means this Amended and Restated 1988 Stock Option Plan.  (z) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor toRule 16b-3, as in effect when discretion is being exercised with respect to the Plan.
 

 
 (aa) “Share” means a share of the Common Stock, as adjusted in accordancewith Section 12 of the Plan.  (bb) “Subsidiary” means a “subsidiary corporation,” whether now orhereafter 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, themaximum aggregate number of Shares which may be optioned and sold under the Plan is 240,293 Shares(after giving effect to the 1-for-2 reverse stock split to be effected in January 1993). The Sharesmay be authorized, but unissued or reacquired Common Stock. However, should the Company reacquireShares which were issued pursuant to the exercise of an Option, such Shares shall not becomeavailable for future grant under the Plan.     If an Option expires or becomes unexercisable without having been exercised in full, or issurrendered pursuant to an Option Exchange Program, the unpurchased Shares which were subjectthereto shall become available for future grant or sale under the Plan (unless the Plan hasterminated).4. Administration of the Plan.     (a) Procedure.          (i) Multiple Administrative Bodies. The Plan may be administered by differentCommittees with respect to different groups of Service Providers.          (ii) Section 162(m). To the extent that the Administrator determines it to bedesirable to qualify Options granted hereunder as “performance-based compensation” within themeaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more“outside directors” within the meaning of Section 162(m) of the Code.          (iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exemptunder Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy therequirements for exemption under Rule 16b-3.          (iv) Other Administration. Other than as provided above, the Plan shall beadministered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfyApplicable Laws.     (b) Powers of the Administrator. Subject to the provisions of the Plan, and in thecase of a Committee, subject to the specific duties delegated by the Board to such Committee, theAdministrator shall have the authority, in its discretion:          (i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(n) ofthe Plan;
 

 
          (ii) to select the Consultants and Employees to whom Options may be granted hereunder;          (iii) to determine whether and to what extent Options are granted hereunder;          (iv) to determine the number of shares of Common Stock to be covered by each Option grantedhereunder;          (v) to approve forms of agreement for use under the Plan;          (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, ofany award granted hereunder. Such terms and conditions include, but are not limited to, theexercise price, the time or times when Options may be exercised (which may be based on performancecriteria) and any restriction or limitation regarding any Option or the shares of Common Stockrelating thereto, based in each case on such factors as the Administrator, in its sole discretion,shall determine;          (vii) to reduce the exercise price of any Option to the then current Fair Market Value if theFair Market Value of the Common Stock covered by such Option shall have declined since the date theOption was granted;          (viii) to construe and interpret the terms of the Plan;          (iv) to prescribe, amend and rescind rules and regulations relating to the Plan;          (x) to modify or amend each Option (subject to Section 14(c) of the Plan);          (xi) to allow Optionees to satisfy withholding tax obligations by electing to have the Companywithhold from the Shares to be issued upon exercise of an Option that number of Shares having aFair Market Value equal to the amount required to be withheld. The Fair Market Value of the Sharesto be withheld shall be determined on the date that the amount of tax to be withheld is to bedetermined. All elections by an Optionee to have Shares withheld for this purpose shall be made insuch form and under such conditions as the Administrator may deem necessary or advisable;          (xii) to authorize any person to execute on behalf of the Company any instrument required toeffect the grant of an Option previously granted by the Administrator;          (xiii) to institute an Option Exchange Program;          (xiv) to determine the terms and restrictions applicable to Options;
 

 
          (xv) to make all other determinations deemed necessary or advisable for administering thePlan; and          (xvi) the Administrator shall have the authority, in its discretion, to determine any vestingacceleration or waiver of forfeiture restrictions regarding any Option or the shares of CommonStock relating thereto, based in each case on such factors as the Administrator, in its solediscretion, shall determine.     (c) Effect of Administrators Decision. The Administrator’s decisions, determinationsand interpretations shall be final and binding on all Optionees and any other holders of Options.5. Eligibility. Nonstatutory Stock Options may be granted to Employees and Consultants.Incentive Stock Options may be granted only to Employees. If otherwise eligible, an Employee orConsultant who has been granted an Option may be granted additional Options.6. Limitations.     (a) Each Option shall be designated in the Notice of Grant as either an Incentive Stock Optionor a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that theaggregate Fair Market Value: (i) of Shares subject to an Optionee’s incentive stock options grantedby the Company, any Parent or Subsidiary, which (ii) become exercisable for the first time duringany calendar year (under all plans of the Company or any Parent of Subsidiary) exceeds $100,000,such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section6(a), incentive stock options shall be taken into account in the order in which they were granted,and the Faire Market Value of the Shares shall be determined as of the time of grant.     (b) Neither the Plan nor any Option shall confer upon an Optionee any right with respect tocontinuing the Optionee’s employment or consultant relationship with the Company, nor shall theyinterfere in any way with the Optionee’s right or the Company’s right to terminate such employmentor consulting relationship at any time, with or without cause.     (c) The following limitations shall apply to grants of Options to Employees:          (i) No Employee shall be granted, in any fiscal year of the Company, Options to purchase morethan 200,000 Shares.          (ii) The foregoing limitations shall be adjusted proportionately in connection with any changein the Company’s capitalization as described in Section 13.          (iii) If an Option is cancelled in the same fiscal year of the Company in which it was granted(other than in connection with a transaction described in Section
 

 
13), the cancelled Option will be counted against the limits set forth in subsection (i) above. Forthis purpose, if the exercise price of an Option is reduced, the transaction will be treated as acancellation of the Option and the grant of a new Option.7. Term of Plan. Subject to Section 19 of the Plan, the Plan shall become effective uponthe earlier to occur of its adoption by the Board or its approval by the stockholders of theCompany as described in Section 18 of the Plan. It shall continue in effect for a term of ten (10)years unless terminated earlier under Section 14 of the Plan.8. Term of Option. The term of each Option shall be stated in the Notice of Grant. Suchterm shall be ten (10) years from the date of grant or such shorter term as may be provided in theNotice of Grant. Moreover, in the case of an Incentive Stock Option granted to an Optionee who, atthe time the Incentive Stock 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 of Subsidiary (a “10%Owner”), the term of the Incentive Stock Option shall be five (5) years from the date of grant orsuch shorter term as may be provided in the Notice of Grant.9. Option Exercise Price and Consideration.     (a) Exercise Price. The per share exercise price for the Share to be issued pursuantto exercise of an Option shall be determined by the Administrator, subject to the following:          (i) In the case of an Incentive Stock Option               (A) granted to an Employee who, at the time of the Incentive Stock Option is granted, ownsstock representing more than ten percent (10%) of the voting power of all classes of stock of theCompany or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of theFair 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% ofthe Fair Market Value per Share on the date of grant.          (ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall bedetermined by the Administrator but in no event shall be less than 50% of the Fair Market Value perShare on the date of grant. In the case of a Nonstatutory Stock Option intended to qualify as“performance-based compensation” within the meaning of Section 162(m) of the Code, the per Shareexercise price shall be no less than 100% 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 ofless than 100% of the Fair Market Value per Share on the date of grant pursuant to a merger orother corporation transaction.
 

 
     (b) Waiting Period and Exercise Dates. At the time an Option is granted, theAdministrator shall fix the period within which the Option may be exercised and shall determine anyconditions which must be satisfied before the Option may be exercised. In so doing, theAdministrator may specify that an Option may not be exercised until the completion of a serviceperiod.     (c) Form of Consideration. The Administrator shall determine the acceptable form ofconsideration for exercising an Option, including the method of payment. In the case of anIncentive Stock Option, the Administrator shall determine the acceptable form of consideration atthe time of grant. Such consideration may consist entirely of:          (i) cash;          (ii) check;          (ii) promissory note;          (iv) other Shares which (A) in the case of Shares acquired upon exercise of an option, havebeen owned by the Optionee for more than six months on the date of surrender, and (B) have a FairMarket Value on the date of surrender equal to the aggregate exercise price of the Shares as towhich said Option shall be exercised;          (v) delivery of a properly executed exercise notice together with such other documentation asthe Administrator and the broker, if applicable, shall require to effect an exercise of the Optionand delivery to the Company of the sale or loan proceeds required to pay the exercise price;          (vi) any combination of the foregoing methods of payment; or          (vii) such other consideration and method of payment for the issuance of Shares to the extentpermitted by Applicable Laws.10. Exercise of Option.     (a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereundershall be exercisable according to the terms of the Plan and at such times and under such conditionsas determined by the Administrator and set forth in the Option Agreement. An Option may beexercised for a fraction of a Share.     An Option shall be deemed exercised when the Company receives: (i) written 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 mayconsider of any consideration and method of payment authorized by the Administrator and permittedby the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued inthe name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his orher spouse. Until the
 

 
stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on thebooks of the Company or of a duly authorized transfer agent of the Company), no right to vote orreceive dividends or any other rights as a stockholder shall exist with respect to the OptionedStock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued)such stock certificate promptly after the Option is exercised. No adjustment will be made for adividend or other right for which the record date is prior to the date the stock certificate isissued, except as provided in Section 12 of the Plan.     Exercising an Option in any manner shall decrease the number of Shares thereafter available,both for purposes of the Plan and for sale under the Option, by the number of Share as to which theOption is exercised.     (b) Termination of Employment or Consulting Relationship. In the event that anOptionee’s Continuous Status as an Employee or Consultant terminates (other than upon theOptionee’s death or Disability), the Optionee may exercise his or her Option, but only within suchperiod of time as is determined by the Administrator, and only to the extent that the Optionee wasentitled to exercise it at the date of termination (but in no event later than the expiration ofthe term of such Option as set forth in the Notice of Grant). In the case of an Incentive StockOption, the Administrator shall determine such period of time (in no event to exceed ninety (90)days from the date of termination) when the Option is granted. If, at the date of termination, theOptionee is not entitled to exercise his or her entire Option, the Shares covered by theunexercisable portion of the Option shall revert to the Plan. If, after termination, the Optioneedoes not exercise his or her Option within the time specified by the Administrator, the Optionshall terminate, and the Shares covered by such Option shall revert to the Plan.     (c) Disability of Optionee. In the even that an Optionee’s Continuous Status as anEmployee or Consultant terminates as a result of the Optionee’s Disability, the Optionee mayexercise his or her Option at any time within twelve (12) months from the date of such termination,but only to the extent that the Optionee was entitled to exercise it at the date of suchtermination (but in no event later than the expiration of the term of such Option as set forth inthe Notice of Grant). If, at the date of termination, the Optionee is not entitled to exercise hisor her entire Option, the Shares covered by the unexercisable portion of the Option shall revert tothe Plan. If, after termination, the Optionee does not exercise his or her Option within the timespecified herein, the Option shall terminate, and the Shares covered by such Option shall revert tothe Plan.     (d) Death of Optionee. In the event of the death of an Optionee, the Option may beexercised at any time within twelve (12) months following the date of death (but in no event laterthan the expiration of the term of such Option as set forth in the Notice of Grant), by theOptionee’s estate or by the person who acquired the right to exercise the Optoin by bequest orinheritance, but only to the extent that the Optionee was entitled to exercise the Option at thedate of death. If, at the time of death, the Optionee was not entitled to exercise his or herentire Option, the Shares covered by the unexercisable portion fo the Option shall immediatelyrevert to the Plan. If, after death, the Optionee’s
 

 
estate or a person who acquired the right to exercise the Option by bequest or inheritance does notexercise the Option within the time specified herein, the Option shall terminate, and the Sharescovered by such Option shall revert to the Plan.11. Non-Transferability of Options. Unless determined otherwise by the Administrator, anOption may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any mannerother than by will or by the laws of descent or distribution and may be exercised, during thelifetime of the Optionee, only by the Optionee. If the Administrator makes an Option transferable,such Option shall contain such additional terms and conditions as the Administrator deemsappropriate.12. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale or Change ofControl.     (a) Changes in Capitalization. Subject to any required action by the stockholders ofthe Company, the number of shares of Common Stock covered by each outstanding Option, and thenumber of shares of Common Stock which have been authorized for issuance under the Plan but as towhich no Options have yet been granted or which have been returned to the Plan upon cancellation orexpiration of an Option, as well as the price per share of Common Stock covered by each suchoutstanding Option, shall be proportionately adjusted for any increase or decrease in the number ofissued 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 thenumber of issued shares of Common Stock effected without receipt of consideration by the Company;provided, however, that conversion of any convertible securities of the Company shall not be deemedto have been “effected without receipt of consideration.” Such adjustment shall be made by theBoard, whose determination in that respect shall be final, binding and conclusive. Except asexpressly provided herein, no issuance by the Company of shares of stock of any class, orsecurities convertible into shares of stock of any class, shall affect, and no adjustment by reasonthereof shall be made with respect to, the number of price of shares of Common Stock subject to anOption.     (b) Dissolution or Liquidation. In the even of the proposed dissolution or liquidationof the Company, to the extend that an Option has not been previously exercised, it will terminateimmediately prior to the consummation of such proposed action. However, in such event, the Boardmay, alternatively and in the exercise of its sole discretion, declare that any Option shallterminate as of a date fixed by the Board and give each Optionee the right to exercise his or herOption as to all or any part of the Optioned Stock, including Shares as to which the Option wouldnot otherwise be exercisable.     (c) Merger or Asset Sale. In the event of a merger of the Company with or into anothercorporation, or the sale of substantially all of the assets of the Company, each outstanding Optionshall be assumed or an equivalent option or right to receive an equivalent amount of Common Stockshall be substituted by the successor corporation or
 

 
a Parent or Subsidiary of the successor corporation. Moreover, subject to subsection (d) below, inthe further event that the successor corporation does not agree to assume the Option or tosubstitute an equivalent option or right, the Optionee shall vest in and have the right to exercisethe Option as to all of the Optioned Stocked, including Shares as to which it would not otherwisebe vested or exercisable. If the Option becomes vested and exercisable in lieu of assumption orsubstitution in the event of a merger or sale of assets, the Administrator shall notify theOptionee that the Option shall be fully vested and exercisable for a period of fifteen (15) daysfrom the date of such notice, and the Option will terminate upon the expiration of such period. Forthe purposes of this paragraph, the Option shall be considered assumed if, following the merger orsale of assets, the option or right confers the right to purchase, for each Share of Optioned Stocksubject to the Option immediately prior to the merger or sale of assets, the consideration (whetherstock, cash, or other securities or property) received in the merger or sale of assets by holdersof Common Stock for each Share held on the effective date of the transaction (and if holders wereoffered a choice of consideration, the type of consideration chosen by the holders of a majority ofthe outstanding Shares); provided, however, that if such consideration received in the merger orsale of assets was not solely common stock of the successor corporation or its Parent, theAdministrator may, with the consent of the successor corporation and the participant, provide forthe consideration to be received upon the exercise of the Option, for each Share of Optioned Stocksubject to the Option, to be solely common stock of the successor corporation or its Parent equalin fair market value to the per share consideration received by holders of Common Stock in themerger or sale of assets.     (d) Change in Control. In the event of a Change of Control (as defined below), exceptas otherwise determined by the Board, the Optionee shall fully vest in and have the right toexercise the Option as to all of the Optioned Stock, including Shares as to which it would nototherwise be vested or exercisable. If an Option becomes fully vested and exercisable as the resultof a Change of Control, the Administrator shall notify the Optionee in writing or electronicallyprior to the Change of Control that the Option shall be fully vested and exercisable for a periodof fifteen (15) days from the date of such notice, and the Option shall terminate upon theexpiration of such period. For purposes of this Agreement, a “Change of Control” means thehappening of any of the following events:          (i) When any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act(other than the Company, a Subsidiary or a Company employee benefit plan, including any trustee ofsuch plan acting as trustee) is or becomes the “beneficial owner” (as defined in Rule 13d-3 underthe Exchange Act), directly or indirectly, of securities of the Company representing fifty percent(50%) or more of the combined voting power of the Company’s ten outstanding securities entitled tovote generally in the election of directors: or          (ii) The stockholders of the Company approve a merger or consolidation of the Company with anyother corporation, other than a merger or consolidation which would result in the voting securitiesof the Company outstanding immediately prior
 

 
thereto continuing to represent (either by remaining outstanding or by being converted into votingsecurities of the surviving entity) more than fifty percent (50%) of the total voting powerrepresented by the voting securities of the Company or such surviving entity outstandingimmediately after such merger or consolidation, or the stockholders of the Company approve anagreement for the sale or disposition by the Company of all or substantially all the Company’sassets; or          (iii) A change in the composition of the Board of Directors of the Company, as a result ofwhich fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shallmean directors who are either (A) are directors of the Company as of the date the Plan is approvedby the stockholders, or (B) are elected, or nominated for election, to the Board of Directors ofthe Company with the affirmative votes of at least a majority of the Incumbent Directors at thetime of such election or nomination (but shall not include an individual whose election ornomination is in connection with an actual or threatened proxy contest relating to the election ofdirectors to the Company).13. Date of Grant. The date of grant of an Option shall be, for all purposes, the date onwhich the Administrator makes the determination granting such Option, or such other later date asis determined by the Administrator. Notice of the determination shall be provided to each Optioneewithin 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 orterminate the Plan.     (b) Stockholder Approval. The Company shall obtain stockholder approval of any Planamendment to the extent necessary and desirable to comply with Rule 16b-3 or with Section 422 ofthe Code (or any successor rule or statue or other applicable law, rule or regulation, includingthe requirements of any exchange or quotation system on which the Common Stock is listed orquoted). Such stockholder approval, if required, shall be obtained in such a manner and to such adegree as is required by the applicable law, rule or regulation.     (c) Effect of Amendment or Termination. No amendment, alteration, suspension ortermination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwisebetween the Optionee and the Administrator, which agreement must be in writing and signed by theOptionee and the Company.15. Conditions Upon Issuance of Shares.     (a) Legal Compliance. Shares shall not be issued pursuant to the exercise of anyOption unless the exercise of such Option and the issuance and delivery of such Shares shall complywith all relevant provisions of law, including, without limitation, the Securities Act of 1933, asamended, the Exchange Act, the rules and regulations
 

 
promulgated thereunder, Applicable Laws, and the requirements of any stock exchange or quotationsystem upon which the Shares may than be listed or quoted, an shall be further subject to theapproval of counsel for the Company with respect to such compliance.     (b) Investment Representations. As a condition to the exercise of an Option, theCompany may require the person exercising such Option to represent and warrant at the time of anysuch exercise that the Shares are being purchase only for investment and without any presentintention to sell or distribute such Shares if, in the opinion of counsel for the Company, such arepresentation is required.16. Liability of Company.     (a) Inability to Obtain Authority. The inability of the Company to obtain authorityfrom any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel tobe necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company ofany liability in respect of the failure to issue or sell such Shares as to which such requisiteauthority shall not have been obtained.     (b) Grants Exceeding Allotted Shares. If the Optioned Stock covered by an Optionexceeds, as of the date of the grant, the number of Shares which may be issued under the Planwithout additional stockholder approval of an amendment sufficiently increasing the number ofShares subject to the Plan is timely obtained in accordance with Section 14(b) of the Plan.17. Reservation of Shares. The Company, during the term of this Plan, will at all timesreserve and keep available such number of Shares as shall be sufficient to satisfy the requirementsof the Plan.18. Stockholder Approval. Continuance of the Plan shall be subject to approval by thestockholders of the Company within twelve (12) months before or after the date the Plan is adopted.Such stockholder approval shall be obtained in the manner and to the degree required underapplicable federal and state law.