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                                                                EXHIBIT 10.35(c)




                             SCG HOLDING CORPORATION
                            2000 STOCK INCENTIVE PLAN
                        INCENTIVE STOCK OPTION AGREEMENT

         This Option Agreement is made and entered into by and between SCG
Holding Corporation ("Company") and _________________ ("Optionee"), as of the
___ day of ____________, 20__ ("Date of Grant").

                                    RECITALS

         A. The Board of Directors of the Company has adopted the SCG Holding
Corporation 2000 Stock Incentive Plan ("Plan") as an incentive to retain key
employees, officers, and consultants of the Company and to enhance the ability
of the Company to attract new employees, officers, and consultants whose
services are considered unusually valuable by providing an opportunity to have a
proprietary interest in the success of the Company.

         B. The Board has approved the granting of options to the Optionee
pursuant to the Plan to provide an incentive to the Optionee to focus on the
long-term growth of the Company.

         In consideration of the mutual covenants and conditions hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Optionee agree as follows:

                  1. GRANT OF OPTION. The Company hereby grants to the Optionee
the right and option (hereinafter referred to as the "Option") to purchase an
aggregate of ______ shares (such number being subject to adjustment as provided
in paragraph 10 hereof and Section 14 of the Plan) of the Common Stock of the
Company (the "Stock") on the terms and conditions herein set forth. This Option
may be exercised in whole or in part and from time to time as hereinafter
provided. The Option granted under this Agreement IS intended to be an
"incentive stock option" as set forth in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").

                  2. VESTING OF OPTION. The Option shall vest and become
exercisable in accordance with the schedule below:

                            [INSERT VESTING SCHEDULE]

                  3. PURCHASE PRICE. The price at which the Optionee shall be
entitled to purchase the Stock covered by the Option shall be $____ per share.

                  4. TERM OF OPTION. The Option granted under this Agreement
shall expire, unless otherwise exercised, ten years from the Date of Grant,
through and including the normal close of business of the Company on
______________ ("Expiration Date"), subject to earlier termination as provided
in paragraph 8 hereof.



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                  5. EXERCISE OF OPTION. The Option may be exercised by the
Optionee as to all or any part of the Stock then vested by delivery to the
Company of written notice of exercise and payment of the purchase price as
provided in paragraphs 6 and 7 hereof.

                  6. METHOD OF EXERCISING OPTION. Subject to the terms and
conditions of this Option Agreement, the Option may be exercised by timely
delivery to the Company of written notice, which notice shall be effective on
the date received by the Company ("Effective Date"). The notice shall state the
Optionee's election to exercise the Option, the number of shares in respect of
which an election to exercise has been made, the method of payment elected (see
paragraph 7 hereof), the exact name or names in which the shares will be
registered and the Social Security number of the Optionee. Such notice shall be
signed by the Optionee and shall be accompanied by payment of the purchase price
of such shares. In the event the Option shall be exercised by a person or
persons other than Optionee pursuant to paragraph 8 hereof, such notice shall be
signed by such other person or persons and shall be accompanied by proof
acceptable to the Company of the legal right of such person or persons to
exercise the Option. All shares delivered by the Company upon exercise of the
Option shall be fully paid and nonassessable upon delivery.

                  7. METHOD OF PAYMENT FOR OPTIONS. Payment for shares purchased
upon the exercise of the Option shall be made by the Optionee in cash,
previously-acquired Stock held for more than six months (through actual tender
or by attestation), or such other method permitted by the Board and communicated
to the Optionee in writing prior to the date the Optionee exercises all or any
portion of the Option.

                  8. TERMINATION OF EMPLOYMENT.

                           8.1 GENERAL. If the Optionee terminates employment
for any reason other than death or Disability, then the Optionee may at any time
within ____ days after the effective date of termination of employment exercise
the Option to the extent that the Optionee was entitled to exercise the Option
at the date of termination, provided that the Option shall lapse immediately
upon a termination for Cause. In no event shall the Option be exercisable after
the Expiration Date.

                           8.2 DEATH OR DISABILITY OF OPTIONEE. In the event of
the death or Disability (as that term is defined in the Plan) of the Optionee
within a period during which the Option, or any part thereof, could have been
exercised by the Optionee, including ____ days after termination of employment
(the "Option Period"), the Option shall lapse unless it is exercised within the
Option Period and in no event later than ____ months after the date of the
Optionee's death or Disability by the Optionee or the Optionee's legal
representative or representatives in the case of a Disability or, in the case of
death, by the person or persons entitled to do so under the Optionee's last will
and testament or if the Optionee fails to make a testamentary disposition of
such Option or shall die intestate, by the person or persons entitled to receive
such Option under the applicable laws of descent and distribution. An Option may
be exercised following the death or Disability of the Optionee only if the
Option was exercisable by the Optionee


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immediately prior to his death or Disability. In no event shall the Option be
exercisable after the Expiration Date. The Board shall have the right to require
evidence satisfactory to it of the rights of any person or persons seeking to
exercise the Option under this paragraph 8 to exercise the Option.

                           9. NONTRANSFERABILITY. The Option granted by this
Option Agreement shall be exercisable only during the term of the Option
provided in paragraph 4 hereof and, except as provided in paragraph 8 above,
only by the Optionee during his lifetime and while an Optionee of the Company.
This Option shall not be transferable by the Optionee or any other person
claiming through the Optionee, either voluntarily or involuntarily, except by
will or the laws of descent and distribution or such other events as set forth
in Section 13.6 of the Plan.

                           10. ADJUSTMENTS IN NUMBER OF SHARES AND OPTION PRICE.
In the event of a stock dividend or in the event the Stock shall be changed into
or exchanged for a different number or class of shares of stock of the Company
or of another corporation, whether through reorganization, recapitalization,
stock split-up, combination of shares, merger or consolidation, there shall be
substituted for each such remaining share of Stock then subject to this Option
the number and class of shares of stock into which each outstanding share of
Stock shall be so exchanged, all without any change in the aggregate purchase
price for the shares then subject to the Option, all as set forth in Section 14
of the Plan.

                           11. DELIVERY OF SHARES. No shares of Stock shall be
delivered upon exercise of the Option until (i) the purchase price shall have
been paid in full in the manner herein provided; (ii) applicable taxes required
to be withheld have been paid or withheld in full; (iii) approval of any
governmental authority required in connection with the Option, or the issuance
of shares thereunder, has been received by the Company; and (iv) if required by
the Board, the Optionee has delivered to the Board an Investment Letter in form
and content satisfactory to the Company as provided in paragraph 12 hereof.

                           12. SECURITIES ACT. The Company shall not be required
to deliver any shares of Stock pursuant to the exercise of all or any part of
the Option if, in the opinion of counsel for the Company, such issuance would
violate the Securities Act of 1933 or any other applicable federal or state
securities laws or regulations. The Board may require that the Optionee, prior
to the issuance of any such shares pursuant to exercise of the Option, sign and
deliver to the Company a written statement ("Investment Letter") stating (i)
that the Optionee is purchasing the shares for investment and not with a view to
the sale or distribution thereof; (ii) that the Optionee will not sell any
shares received upon exercise of the Option or any other shares of the Company
that the Optionee may then own or thereafter acquire except either (a) through a
broker on a national securities exchange or (b) with the prior written approval
of the Company; and (iii) containing such other terms and conditions as counsel
for the Company may reasonably require to assure compliance with the Securities
Act of 1933 or other applicable federal or state securities laws and
regulations. Such Investment Letter shall be in form and content acceptable to
the Board in its sole discretion


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                           13. MARKET STAND-OFF AGREEMENT. The Optionee, if
requested by the Company and an underwriter of Stock (or other securities) of
the Company, agrees not to sell or otherwise transfer or dispose of any Stock
(or other securities) of the Company held by the Optionee during the period not
to exceed 180 days as requested by the managing underwriter following the
effective date of a registration statement of the Company filed under the
Securities Act. Such agreement shall be in writing in a form satisfactory to the
Company and such underwriter. The Company may impose stop transfer instructions
with respect to the Stock (or other securities) subject to the foregoing
restriction until the end of such project.

                           14. DEFINITIONS; COPY OF PLAN. To the extent not
specifically provided herein, all capitalized terms used in this Option
Agreement shall have the same meanings ascribed to them in the Plan. By the
execution of this Agreement, the Optionee acknowledges receipt of a copy of the
Plan.

                           15. ADMINISTRATION. This Option Agreement shall at
all times be subject to the terms and conditions of the Plan and the Plan shall
in all respects be administered by the Board in accordance with the terms of and
as provided in the Plan. The Board shall have the sole and complete discretion
with respect to all matters reserved to it by the Plan and decisions of the
majority of the Board with respect thereto and to this Option Agreement shall be
final and binding upon the Optionee and the Company. In the event of any
conflict between the terms and conditions of this Option Agreement and the Plan,
the provisions of the Plan shall control.

                           16. CONTINUATION OF EMPLOYMENT. This Option Agreement
shall not be construed to confer upon the Optionee any right to continue in the
employ of the Company and shall not limit the right of the Company, in its sole
discretion, to terminate the employment of the Optionee at any time.

                           17. OBLIGATION TO EXERCISE. The Optionee shall have
no obligation to exercise any option granted by this Agreement.

                           18. GOVERNING LAW. This Option Agreement shall be
interpreted and administered under the laws of the State of Delaware.

                           19. AMENDMENTS. This Option Agreement may be amended
only by a written agreement executed by the Company and the Optionee. The
Company and the Optionee acknowledge that changes in federal tax laws enacted
subsequent to the Date of Grant, and applicable to stock options, may provide
for tax benefits to the Company or the Optionee. In any such event, the Company
and the Optionee agree that this Option Agreement may be amended as necessary to
secure for the Company and the Optionee any benefits that may result from such
legislation. Any such amendment shall be made only upon the mutual consent of
the parties, which consent (of either party) may be withheld for any reason.

                           20. TAX INFORMATION AND NOTICE OF DISQUALIFYING
DISPOSITION. This Option is intended to be eligible for treatment as an
Incentive Stock Option under Section

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422 of the Code. Whether this Option will receive such tax treatment will
depend, in part, on the actions by the Optionee after exercise of this Option.
For example, if the Optionee disposes of any of the Stock acquired under this
Option within two years after the Date of Grant and within one year of the date
of exercise of this Option, the Optionee may lose the benefits of Code Section
422. Accordingly, the Company makes no representations by way of the Plan, this
Agreement, or otherwise, with respect to the actual tax consequences of the
grant or exercise of this Option or the subsequent disposition of the Stock
acquired under this Option.

         If the Optionee sells or makes a disposition (within the meaning of
Section 422 of the Code) of any of the Stock acquired under this Option prior to
the later of (i) one year from the date of exercise of such Stock, or (ii) two
years from the Date of Grant, the Optionee agrees to give written notice to the
Company of such disposition. The notice shall include the Optionee's name, the
number, exercise price and exercise date of the shares of Stock disposed of, and
the date of disposition.

         IN WITNESS WHEREOF, the Company has caused this Option Agreement to be
signed by its duly authorized representative and the Optionee has signed this
Option Agreement as of the date first written above.

                                        SCG HOLDING CORPORATION


                                        By:_____________________________________


                                        (Optionee)

                                        ________________________________________





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