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                                                                   EXHIBIT 10.27

         FORM OF NOTICE OF GRANT OF STOCK OPTIONS AND GRANT AGREEMENT

     This grant is in connection with and in furtherance of the Company's
compensatory benefit plan for participation of the Company's employees or
consultants under the 1999 Equity Incentive Plan (the "Plan").  Defined terms
not explicitly defined in this Agreement but defined in the Plan shall have the
same definitions as in the Plan.

     The details of your option are as follows:

     1.   Vesting.  Subject to the limitations contained herein, 1/48th of the
shares will vest (become exercisable) each month beginning the first day of the
month following the date of grant and monthly thereafter until either (i) you
cease to provide services to the Company for any reason, or (ii) this option
becomes fully vested.

     2.   Exercise Price and Method of Payment.

          (a)  Exercise Price.  The exercise price, per share, of this option is
as stated on page one (1) of this Agreement and is not less than the fair market
value of the Common Stock on the date of grant of this option.

          (b)  Method of Payment. Payment of the exercise price per share is due
in full upon exercise of all or any part of each installment which has accrued
to you. You may elect, to the extent permitted by applicable statutes and
regulations, to make payment of the exercise price under one of the following
alternatives:

               (i)  Payment of the exercise price per share in cash (including
check) at the time of exercise; or

               (ii) Payment pursuant to a program developed under Regulation T
as promulgated by the Federal Reserve Board which, prior to the issuance of
Common Stock, results in either the receipt of cash (or check) by the Company or
the receipt of irrevocable instructions to pay the aggregate exercise price to
the Company from the sales proceeds.

     3.   Whole Shares.  This option may not be exercised for any number of
shares which would require the issuance of anything other than whole shares.

     4.   Securities Law Compliance.  Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Securities Act or, if
such shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act.

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     5.   Term.  The term of this option commences on the date of grant, and
expires ten (10) years from the date this option is granted (the "Expiration
Date"), unless this option expires sooner as set forth below or in the Plan.  In
no event may this option be exercised on or after the Expiration Date.  This
option shall terminate prior to the Expiration Date as follows:  three (3)
months after the termination of your Continuous Service as an Employee, Director
or Consultant with the Company or an Affiliate of the Company unless one of the
following circumstances exists:

     (a)  Your termination of Continuous Service as an Employee, Director or
Consultant is due to your permanent and total disability (within the meaning of
Section 422(c)(6) of the Code).  This option will then expire on the earlier of
the Expiration Date set forth above or twelve (12) months following such
termination of Continuous Service as an Employee, Director or Consultant.

     (b)  Your termination of Continuous Service as an Employee, Director or
Consultant is due to your death or your death occurs within three (3) months
following your termination of Continuous Service as an Employee, Director or
Consultant for any other reason.  This option will then expire on the earlier of
the Expiration Date set forth above or twelve (12) months after your death.

     (c)  If during any part of such three (3) month period you may not exercise
your option solely because of the condition set forth in paragraph 5 above, then
your option will not expire until the earlier of the Expiration Date set forth
above or until this option shall have been exercisable for an aggregate period
of three (3) months after your termination of Continuous Service as an Employee,
Director or Consultant.

     (d)  If your exercise of the option within three (3) months after
termination of your Continuous Service as an Employee, Director or Consultant
with the Company or with an Affiliate of the Company would result in liability
under section 16(b) of the Securities Exchange Act of 1934, then your option
will expire on the earlier of (i) the Expiration Date set forth above, (ii) the
tenth (10th) day after the last date upon which exercise would result in such
liability or (iii) six (6) months and ten (10) days after the termination of
your Continuous Service as an Employee, Director or Consultant with the Company
or an Affiliate of the Company.

     However, this option may be exercised following termination of Continuous
Service of an Employee, Director or Consultant only as to that number of shares
as to which it was exercisable on the date of termination of Continuous Service
of an Employee, Director or Consultant under the provisions of paragraph 2 of
this option.

     6.   Exercise.

          (a)  This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to Section 6 of
the Plan.

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          (b)  By exercising this option you agree that:

               (i)  as a precondition to the completion of any exercise of this
option, the Company may require you to enter an arrangement providing for the
payment by you to the Company of any tax withholding obligation of the Company
arising by reason of (A) the exercise of this option; (B) the lapse of any
substantial risk of forfeiture to which the shares are subject at the time of
exercise; or (C) the disposition of shares acquired upon such exercise; and

               (ii) you will notify the Company in writing within fifteen (15)
days after the date of any disposition of any of the shares of the Common Stock
issued upon exercise of this option that occurs within two (2) years after the
date of this option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of this option.

     7.   Transferability.  This option is not transferable, except by will or
by the laws of descent and distribution, and is exercisable during your life
only by you.

     8.   Agreement Not a Service Contract.  This Agreement is not an employment
contract and nothing in this Agreement shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company,
or of the Company to continue your employment with the Company.  In addition,
nothing in this Agreement shall obligate the Company or any Affiliate of the
Company, or their respective stockholders, Board of Directors, officers or
employees to continue any relationship which you might have as a Director or
Consultant for the Company or Affiliate of the Company.

     9.   Notices.  Any notices provided for in this Agreement or the Plan shall
be given in writing and shall be deemed effectively given upon receipt or, in
the case of notices delivered by the Company to you, five (5) days after deposit
in the United States mail, postage prepaid, addressed to you at the address
specified below or at such other address as you hereafter designate by written
notice to the Company.

     10.  Governing Plan Document.  This Agreement is subject to all the
provisions of the Plan, a copy of which is attached hereto and its provisions
are hereby made a part of this option, including without limitation the
provisions of Section 6 of the Plan relating to Agreement provisions, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the Plan.  In the
event of any conflict between the provisions of this Agreement and those of the
Plan, the provisions of the Plan shall control.

Attachments:   1999 Equity Incentive Plan

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