Exhibit 10.1

                              F5 NETWORKS, INC
                      1999 EMPLOYEE STOCK PURCHASE PLAN

           ORIGINALLY ADOPTED BY BOARD OF DIRECTORS APRIL 5 , 1999
             ORIGINALLY APPROVED BY SHAREHOLDERS MARCH 25, 1999
          AMENDMENT ADOPTED BY BOARD OF DIRECTORS JANUARY 26, 2004
              AMENDMENT ADOPTED BY SHAREHOLDERS APRIL 29, 2004
                             TERMINATION DATE: NONE


1.       PURPOSE.

(a)      The purpose of the Plan is to provide a means by which Employees of the
         Company and certain  designated  Affiliates may be
         given an opportunity to purchase Shares of the Company.

(b)      The Company,  by means of the Plan,  seeks to retain the services of
         such Employees,  to secure and retain the services of new  Employees
         and to provide  incentives  for such  persons to exert  maximum
         efforts  for the  success of the  Company  and its Affiliates.

(c)      The Company  intends that the Rights to purchase  Shares  granted
         under the Plan be  considered  options  issued under an "employee stock
         purchase plan," as that term is defined in Section 423(b) of the Code.

2.       DEFINITIONS.

(a)      "Affiliate" means any parent  corporation or subsidiary  corporation,
         whether now or hereafter  existing,  as those terms are defined in
         Sections 424(e) and (f), respectively, of the Code.

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

(c)      "Code" means the United States Internal Revenue Code of 1986,
         as amended.

(d)      "Committee" means a Committee appointed by the Board in accordance with
          subparagraph 3(c) of the Plan.

(e)      "Company" means F5 Networks, Inc., a  Washington  corporation.

(f)      "Director" means a member of the Board.

(g)      "Eligible  Employee"  means an  Employee  who  meets  the  requirements
          set  forth in the  Offering  for  eligibility  to participate in the
          Offering.
<PAGE>

(h)      "Employee"  means any person,  including  Officers and Directors,
         employed by the Company or an Affiliate of the Company. Neither service
         as a Director nor payment of a director's  fee shall be sufficient to
         constitute  "employment"  by the Company or the Affiliate.

(i)      "Employee  Stock  Purchase Plan" means a plan that grants rights
         intended to be options  issued under an "employee  stock purchase plan,
         " as that term is defined in Section 423(b) of the Code.

(j)      "Exchange Act" means the United States Securities Exchange Act of 1934,
          as amended.

(k)      "Fair Market Value" means the value of a security,  as  determined  in
         good faith by the Board.  If the security is listed on any  established
         stock  exchange  or traded on the  Nasdaq  National  Market or the
         Nasdaq  SmallCap  Market,  then,  except as otherwise  provided in the
         Offering,  the Fair Market Value of the  security  shall be the closing
         sales price  (rounded up where necessary to the nearest whole cent)
         for such  security (or the closing bid, if no sales were  reported) as
         quoted on such exchange or market (or the  exchange or market with the
         greatest  volume of trading in the relevant  security of the Company)
         on the trading day prior to the  relevant  determination  date,  as
         reported in The Wall  Street  Journal or such other  source as the
         Board deems reliable.

(l)      "Non-Employee  Director"  means a  Director  who  either (i) is not a
         current  Employee  or Officer of the  Company or its parent or
         subsidiary,  does not receive  compensation  (directly or  indirectly)
         from the Company or its parent or subsidiary for services  rendered as
         a consultant or in any capacity other than as a Director  (except for
         an amount as to which  disclosure would not be required  under
         Item 404(a) of Regulation S-K  promulgated  pursuant to the Securities
         Act  ("Regulation  S-K")),  does not possess an interest in any other
         transaction as to which  disclosure would be required under Item 404(a)
         of Regulation S-K, and is not engaged in a business  relationship  as
         to which  disclosure  would be required under Item 404(b) of Regulation
         S-K; or (ii) is otherwise considered a "non-employee director" for
         purposes of Rule 16b-3.

(m)      "Offering" means the grant of Rights to purchase Shares under the Plan
         to Eligible Employees.

(n)      "Offering Date" means a date selected by the Board for an Offering to
         commence.

(o)      "Outside  Director"  means a  Director  who  either  (i) is  not a
         current  employee  of the  Company  or an  "affiliated corporation"
         (within the meaning of the  Treasury  regulations  promulgated  under
         Section  162(m) of the Code),  is not a former employee of the Company
         or an "affiliated  corporation"  receiving compensation for prior
         services (other than benefits under a tax qualified  pension  plan),
         was not an officer of the Company or an  "affiliated  corporation"
         at any time,  and is not  currently receiving direct or indirect
         remuneration from the Company or an "affiliated  corporation" for
         services in any capacity other than as a Director, or (ii) is otherwise
         considered an "outside director" for purposes of Section 162(m) of the
         Code.
<PAGE>

(p)      "Participant"  means an Eligible  Employee who holds an outstanding
         Right granted pursuant to the Plan or, if applicable, such other person
         who holds an outstanding Right granted under the Plan.

(q)      "Plan" means this  F5 Networks, Inc. 1999 Employee Stock Purchase Plan.

(r)      "Purchase  Date" means one or more dates  established  by the Board
         during an Offering on which Rights  granted  under the Plan shall be
         exercised and purchases of Shares carried out in accordance with such
         Offering.

(s)      "Right" means an option to purchase Shares granted pursuant to the
         Plan.

(t)      "Rule 16b-3"  means  Rule 16b-3  of the  Exchange  Act or any
         successor  to  Rule 16b-3  as in effect with respect to the Company at
         the time discretion is being exercised regarding the Plan.

(u)      "Securities Act" means the United States Securities Act of 1933, as
         amended.

(v)      "Share" means a share of the common stock of the Company.

3.       ADMINISTRATION.

(a)      The Board shall  administer the Plan unless and until the Board
         delegates  administration  to a Committee,  as provided in subparagraph
         3(c).  Whether or not the Board has delegated  administration,  the
         Board shall have the final power to determine all questions of policy
         and expediency that may arise in the administration of the Plan.

(b)      The Board (or the Committee)  shall have the power,  subject to, and
         within the limitations of, the express  provisions of the Plan:

(i)      To determine  when and how Rights to purchase  Shares shall be granted
         and the  provisions of each Offering of such Rights (which need not be
         identical).

(ii)     To designate from time to time which Affiliates of the Company shall be
         eligible to participate in the Plan.

(iii)    To construe and interpret the Plan and Rights granted under it, and to
         establish,  amend and revoke rules and  regulations for its
         administration.  The Board, in the exercise of this power, may correct
         any defect,  omission or inconsistency in the Plan, in a manner and to
         the extent it shall deem necessary or expedient to make the
         Plan fully effective.

(iv)     To amend the Plan as provided in paragraph 14.

(v)      Generally,  to exercise  such  powers and to perform  such acts as it
         deems  necessary  or  expedient  to promote the best interests  of the
         Company and its  Affiliates  and to carry out the intent that the Plan
         be treated as an Employee  Stock  Purchase Plan.
<PAGE>

(c)      The Board may delegate  administration  of the Plan to a Committee of
         the Board  composed of two (2) or more members,  all of the members of
         which  Committee may be, in the discretion of the Board,  Non-Employee
         Directors  and/or Outside  Directors.  If administration  is delegated
         to a Committee,  the Committee  shall have, in connection  with the
         administration  of the Plan,  the powers theretofore  possessed by the
         Board,  including the power to delegate to a subcommittee of two (2) or
         more Outside Directors any of the  administrative  powers the
         Committee  is  authorized  to  exercise  (and  references  in this Plan
         to the Board  shall thereafter  be to the  Committee  or such a
         subcommittee),  subject,  however,  to such  resolutions,  not
         inconsistent  with the provisions  of the Plan,  as may be adopted from
         time to time by the Board.  The Board may abolish the  Committee at any
         time and revest in the Board the administration of the Plan.

4.       SHARES SUBJECT TO THE PLAN.

(a)      Subject to the  provisions  of paragraph 13 relating to  adjustments
         upon changes in  securities,  the Shares that may be sold  pursuant to
         Rights  granted under the Plan shall not exceed in the aggregate  two
         million  (2,000,000)  Shares.  If any Right granted under the Plan
         shall for any reason  terminate  without having been  exercised,  the
         Shares not purchased  under such Right shall again become available
         for the Plan.

(b)      The Shares  subject to the Plan may be unissued  Shares or Shares  that
         have been bought on the open market at  prevailing market prices or
         otherwise.

5.       GRANT OF RIGHTS; OFFERING.

(a)      The Board may from time to time grant or  provide  for the grant of
         Rights to  purchase  Shares of the  Company  under the Plan to Eligible
         Employees  in an Offering on an Offering  Date or Dates  selected by
         the Board.  Each  Offering  shall be in such form and shall contain
         such terms and conditions as the Board shall deem  appropriate,  which
         shall comply with the requirements of Section  423(b)(5) of the Code
         that all Employees  granted Rights to purchase  Shares under the Plan
         shall have the same rights and privileges.  The terms and conditions of
         an Offering shall be  incorporated  by reference into the Plan and
         treated as part of the Plan. The provisions of separate  Offerings need
         not be identical,  but each Offering shall include (through
         incorporation of the provisions of this Plan by reference in the
         document  comprising  the Offering or  otherwise)  the period during
         which the Offering shall be effective,  which period shall not exceed
         twenty-seven (27) months beginning with the Offering Date, and the
         substance of the provisions contained in paragraphs 6 through 9,
         inclusive.

(b)      If a Participant has more than one Right outstanding  under the Plan,
         unless he or she otherwise  indicates in agreements or notices
         delivered  hereunder:  (i) each  agreement or notice delivered by that
         Participant will be deemed to apply to all of his or her Rights  under
         the Plan,  and  (ii) an  earlier-granted  Right (or a Right with a
         lower  exercise  price,  if two Rights have identical  grant dates)
         will be exercised to the fullest  possible  extent before a
         later-granted  Right (or a Right with a higher exercise price if two
         Rights have identical grant dates) will be exercised.
<PAGE>

6.       ELIGIBILITY.

(a)      Rights may be granted only to Employees of the Company or, as the Board
         may designated as provided in  subparagraph  3(b), to Employees of an
         Affiliate.  Except as provided in  subparagraph  6(b), an Employee
         shall not be eligible to be granted  Rights under the Plan unless,
         on the Offering  Date,  such Employee has been in the employ of the
         Company or the  Affiliate,  as the case may be, for such  continuous
         period  preceding such grant as the Board may require,  but in no event
         shall the required  period of continuous employment be equal to or
         greater than two (2) years.

(b)      The Board may provide that each person who,  during the course of an
         Offering,  first becomes an Eligible  Employee  will, on a date or
         dates  specified in the Offering which  coincides  with the day on
         which such person  becomes an Eligible  Employee or which  occurs
         thereafter,  receive a Right  under that  Offering,  which  Right
         shall  thereafter  be deemed to be a part of that Offering.  Such Right
         shall have the same  characteristics  as any Rights  originally
         granted  under that  Offering,  as described herein, except that:

(i)      the date on  which  such  Right is  granted  shall be the  "Offering
         Date"  of such  Right  for all  purposes,  including determination of
         the exercise price of such Right;

(ii)     the period of the Offering  with respect to such Right shall begin on
         its Offering  Date and end  coincident  with the end of such Offering;
         and

(iii)    the Board may provide  that if such person first  becomes an Eligible
         Employee  within a specified  period of time before the end of the
         Offering, he or she will not receive any Right under that Offering.

(c)      No  Employee  shall be  eligible  for the grant of any Rights  under
         the Plan if,  immediately  after any such  Rights are granted,  such
         Employee owns stock  possessing five percent (5%) or more of the total
         combined voting power or value of all classes of stock of the Company
         or of any  Affiliate.  For  purposes of this  subparagraph  6(c),  the
         rules of Section  424(d) of the Code shall apply in determining  the
         stock  ownership of any Employee,  and stock which such Employee may
         purchase under all outstanding rights and options shall be treated as
         stock owned by such Employee.

(d)      An Eligible  Employee may be granted  Rights under the Plan only if
         such Rights,  together  with any other Rights  granted under all
         Employee Stock Purchase Plans of the Company and any  Affiliates,
         as specified by Section  423(b)(8) of the Code, do not permit such
         Eligible  Employee's  rights to  purchase  Shares of the Company or any
         Affiliate  to accrue at a rate which  exceeds twenty five thousand
         dollars  ($25,000) of the fair market value of such Shares  (determined
         at the time such Rights are granted) for each calendar year in which
         such Rights are outstanding at any time.

(e)      The Board may provide in an Offering that  Employees who are highly
         compensated  Employees  within the meaning of Section 423(b)(4)(D) of
         the Code shall not be eligible to participate.
<PAGE>

7.       RIGHTS; PURCHASE PRICE.

(a)      On each Offering Date,  each Eligible  Employee,  pursuant to an
         Offering made under the Plan,  shall be granted the Right to purchase
         up to the number of Shares purchasable either:

(i)      with a percentage  designated by the Board not exceeding fifteen
         percent (15%) of such Employee's  Earnings (as defined by the Board in
         each Offering)  during the period which begins on the Offering Date
         (or such later date as the Board  determines for a particular Offering)
         and ends on the date stated in the Offering, which date shall be no
         later than the end of the Offering; or

(ii)     with a maximum dollar amount  designated by the Board that, as the
         Board determines for a particular  Offering,  (1) shall be  withheld,
         in whole or in part,  from such  Employee's  Earnings (as defined by
         the Board in each  Offering)  during the period which begins on the
         Offering  Date (or such later date as the Board  determines  for a
         particular  Offering)  and ends on the date stated in the Offering,
         which date shall be no later than the end of the Offering and/or (2)
         shall be contributed,  in whole or in part, by such Employee during
         such period.

(b)      The Board shall  establish one or more Purchase  Dates during an
         Offering on which Rights  granted under the Plan shall be exercised and
         purchases of Shares carried out in accordance with such Offering.

(c)      In  connection  with each  Offering  made under the Plan,  the Board
         may  specify a maximum  amount of Shares  that may be purchased by any
         Participant as well as a maximum  aggregate  amount of Shares that may
         be purchased by all  Participants  pursuant to such Offering.  In
         addition,  in connection  with each Offering that contains more than
         one Purchase Date, the Board may specify a maximum  aggregate  amount
         of Shares which may be purchased by all  Participants  on any given
         Purchase Date under the Offering. If the aggregate  purchase of Shares
         upon exercise of Rights  granted  under the Offering  would exceed any
         such maximum  aggregate amount,  the Board shall make a pro rata
         allocation of the Shares  available in as nearly a uniform manner as
         shall be practicable and as it shall deem to be equitable.

(d)      The purchase price of Shares acquired pursuant to Rights granted under
         the Plan shall be not less than the lesser of:

(i)      an amount equal to eighty-five percent (85%) of the fair market value
         of the Shares on the Offering Date; or

(ii)     an amount equal to eighty-five percent (85%) of the fair market value
         of the Shares on the Purchase Date.
<PAGE>

8.       PARTICIPATION; WITHDRAWAL; TERMINATION.

(a)      An  Eligible  Employee  may become a  Participant  in the Plan
         pursuant  to an Offering  by  delivering  a  participation agreement to
         the Company  within the time  specified in the Offering,  in such form
         as the Company  provides.  Each such  agreement shall authorize payroll
         deductions of up to the maximum percentage  specified by the Board of
         such Employee's  Earnings during the Offering  (as defined in each
         Offering).  The payroll  deductions  made for each  Participant  shall
         be credited to a  bookkeeping account for such  Participant  under the
         Plan and either may be deposited with the general funds of the Company
         or may be deposited in a separate  account in the name of, and for the
         benefit of, such  Participant  with a financial  institution designated
         by the Company.  To the extent  provided  in the  Offering,  a
         Participant  may  reduce  (including  to zero) or  increase  such
         payroll deductions.  To the extent  provided in the Offering,  a
         Participant may begin such payroll  deductions  after the beginning of
         the Offering.  A Participant  may make additional  payments into his or
         her account only if  specifically  provided for in the Offering and
         only if the Participant has not already had the maximum permitted
         amount withheld during the Offering.

(b)      At any time during an Offering,  a Participant  may terminate  his or
         her payroll  deductions  under the Plan and withdraw from the Offering
         by delivering to the Company a notice of withdrawal in such form as the
         Company  provides.  Such  withdrawal  may be elected at any time prior
         to the end of the  Offering  except as provided  by the Board in the
         Offering.  Upon such  withdrawal from the Offering by a  Participant,
         the Company  shall  distribute  to such  Participant  all of his or her
         accumulated  payroll deductions  (reduced to the  extent,  if any, such
         deductions  have been used to acquire  Shares for the  Participant)
         under the Offering,  without interest unless otherwise specified in the
         Offering,  and such Participant's  interest in that Offering shall be
         automatically  terminated. A Participant's  withdrawal from an Offering
         will have no effect upon such Participant's  eligibility to participate
         in any other Offerings under the Plan but such  Participant will be
         required to deliver a new  participation  agreement in order to
         participate in subsequent Offerings under the Plan.

(c)      Rights granted  pursuant to any Offering under the Plan shall terminate
         immediately  upon cessation of any  participating Employee's
         employment  with the Company or a designated  Affiliate for any reason
         (subject to any  post-employment  participation period required by law)
         or other lack of eligibility.  The Company shall  distribute to such
         terminated  Employee all of his or her accumulated  payroll  deductions
         (reduced  to the  extent,  if any,  such  deductions  have been used to
         acquire  Shares  for the terminated  Employee) under the Offering,
         without interest unless otherwise specified in the Offering.  If the
         accumulated payroll deductions  have been deposited with the Company's
         general funds,  then the  distribution  shall be made from the general
         funds of the Company,  without interest.  If the accumulated  payroll
         deductions have been deposited in a separate account with a financial
         institution as provided in subparagraph  8(a), then the  distribution
         shall be made from the separate  account,  without  interest unless
         otherwise specified in the Offering.

(d)      Rights  granted under the Plan shall not be  transferable  by a
         Participant  otherwise than by will or the laws of descent and
         distribution,  or by a beneficiary designation as provided in paragraph
         15 and, otherwise during his or her lifetime,  shall be exercisable
         only by the person to whom such Rights are granted.
<PAGE>

9.       EXERCISE.

(a)      On each Purchase Date specified therefor in the relevant Offering,
         each Participant's  accumulated payroll deductions and other
         additional  payments  specifically  provided for in the Offering
         (without any increase for interest) will be applied to the
         purchase of Shares up to the maximum amount of Shares permitted
         pursuant to the terms of the Plan and the applicable  Offering,  at
         the purchase price specified in the Offering.  No fractional  Shares
         shall be issued upon the exercise of Rights granted under the Plan
         unless specifically provided for in the Offering.

(b)      Unless otherwise  specifically  provided in the Offering,  the amount,
         if any, of accumulated payroll deductions remaining in any
         Participant's  account  after the  purchase  of Shares that is equal to
         the amount  required to purchase  one or more whole Shares on the final
         Purchase Date of the Offering  shall be  distributed  in full to the
         Participant  at the end of the Offering, without  interest.  If the
         accumulated  payroll  deductions  have  been  deposited  with the
         Company's  general  funds,  then the distribution  shall be made from
         the general funds of the Company,  without interest.  If the
         accumulated  payroll  deductions have been deposited in a separate
         account with a financial  institution as provided in subparagraph
         8(a), then the  distribution  shall be made from the separate account,
         without interest unless otherwise specified in the Offering.

(c)      No Rights  granted under the Plan may be exercised to any extent
         unless the Shares to be issued upon such exercise  under the Plan
         (including Rights granted  thereunder) are covered by an effective
          registration  statement pursuant to the Securities Act and the Plan is
         in material  compliance with all applicable  state,  foreign and other
         securities and other laws applicable to the Plan. If on a Purchase
         Date in any Offering  hereunder the Plan is not so  registered  or in
         such  compliance,  no Rights  granted under the Plan or any Offering
         shall be exercised on such Purchase  Date, and the Purchase Date shall
         be delayed until the Plan is subject to such an effective  registration
         statement and such compliance,  except that the Purchase Date shall not
         be delayed more than twelve (12) months and the  Purchase  Date shall
         in no event be more than  twenty-seven  (27) months from the  Offering
         Date. If, on the Purchase Date of any Offering hereunder,  as delayed
         to the maximum extent  permissible,  the Plan is not registered and
         in such  compliance,  no Rights  granted under the Plan or any Offering
         shall be exercised and all payroll  deductions  accumulated during the
         Offering  (reduced to the extent,  if any, such deductions have been
         used to acquire Shares) shall be distributed to the Participants,
         without  interest  unless  otherwise  specified in the Offering.
         If the  accumulated  payroll  deductions have been deposited with the
         Company's  general funds,  then the  distribution  shall be made from
         the general funds of the Company,  without interest.  If the
         accumulated  payroll  deductions  have been  deposited  in a separate
         account with a financial  institution  as provided in subparagraph
         8(a), then the distribution  shall be made from the separate  account,
         without interest unless otherwise
         specified in the Offering.
<PAGE>

10.      COVENANTS OF THE COMPANY.

(a)      During the terms of the Rights  granted  under the Plan,  the Company
         shall ensure that the amount of Shares  required to
         satisfy such Rights are available.

(b)      The Company  shall seek to obtain from each  federal,  state,  foreign
         or other  regulatory  commission  or agency  having jurisdiction  over
         the Plan such  authority as may be required to issue and sell Shares
         upon  exercise of the Rights  granted under the Plan.  If,  after
         reasonable  efforts,  the  Company is unable to obtain  from any such
         regulatory  commission  or agency the authority  which counsel for the
         Company deems  necessary  for the lawful  issuance and sale of Shares
         under the Plan,  the Company shall be relieved  from any  liability
         for failure to issue and sell  Shares  upon  exercise of such Rights
         unless and until such authority is obtained.

11.      USE OF PROCEEDS FROM SHARES.

         Proceeds from the sale of Shares pursuant to Rights granted under the
         Plan shall constitute general funds of the Company.

12.      RIGHTS AS A SHAREHOLDER.

         A  Participant  shall not be deemed to be the holder of, or to have any
         of the rights of a holder with respect to,  Shares subject to Rights
         granted  under the Plan unless and until the  Participant's  Shares
         acquired  upon exercise of Rights under the Plan are recorded in the
         books of the Company.

13.      ADJUSTMENTS UPON CHANGES IN SECURITIES.

(a)      If any change is made in the Shares  subject to the Plan,  or subject
         to any Right,  without the receipt of  consideration by the Company
         (through merger,  consolidation,  reorganization,  recapitalization,
         reincorporation,  stock dividend,  dividend in property  other than
         cash,  stock split,  liquidating  dividend,  combination  of shares,
         exchange of shares,  change in corporate structure  or other
         transaction  not  involving  the receipt of  consideration  by the
         Company),  the Plan will be  appropriately adjusted in the class(es)
         and maximum  number of Shares  subject to the Plan pursuant to
         subparagraph  4(a),  and the  outstanding Rights will be  appropriately
         adjusted in the class(es),  number of Shares and purchase  limits of
         such  outstanding  Rights.  The Board  shall  make such  adjustments,
         and its  determination  shall be final,  binding  and  conclusive.
         (The  conversion  of any convertible  securities of the Company shall
         not be treated as a transaction  that does not involve the receipt of
         consideration by the Company.)

(b)      In the event of:  (i) a  dissolution,  liquidation,  or sale of all or
         substantially  all of the  assets of the  Company; (ii) a  merger or
         consolidation  in which the Company is not the surviving  corporation;
         or (iii) a  reverse  merger in which the Company is the surviving
         corporation but the Shares  outstanding  immediately  preceding the
         merger are converted by virtue of the merger  into  other  property,
         whether  in the form of  securities,  cash or  otherwise,  then:  (1)
         any  surviving  or  acquiring corporation  shall assume Rights
         outstanding  under the Plan or shall substitute  similar rights
         (including a right to acquire the same  consideration paid to
         Shareholders in the transaction  described in this subparagraph  13(b))
         for those outstanding under the Plan, or (2) in the event any surviving
         or acquiring  corporation  refuses to assume such Rights or to
         substitute  similar  rights for those  outstanding  under the Plan,
         then, as determined by the Board in its sole  discretion  such Rights
         may continue in fullforce and effect or the  Participants'  accumulated
         payroll  deductions  (exclusive of any  accumulated  interest  which
         cannot beapplied  toward the purchase of Shares under the terms of the
         Offering)  may be used to purchase  Shares  immediately  prior to the
         transaction  described  above under the ongoing  Offering  and the
         Participants'  Rights  under the  ongoing  Offering
         thereafter terminated.
<PAGE>

14.      AMENDMENT OF THE PLAN.

(a)      The Board at any time, and from time to time, may amend the Plan.
         However,  except as provided in  paragraph 13  relating
         to adjustments  upon changes in securities  and except as to minor
         amendments to benefit the  administration  of the Plan, to take
         account  of a change in  legislation  or to obtain or  maintain
         favorable  tax,  exchange  control  or  regulatory  treatment  for
         Participants or the Company or any Affiliate,  no amendment shall be
         effective  unless approved by the  shareholders of the Company
         to the extent  shareholder  approval is necessary for the Plan to
         satisfy the  requirements  of Section 423 of the Code, Rule 16b-3
         under the Exchange Act and any Nasdaq or other securities  exchange
         listing  requirements.  Currently under the Code,  shareholder
         approval within twelve (12) months before or after the adoption of the
         amendment is required where the amendment will:

(i)      Increase the amount of Shares reserved for Rights under the Plan;

(ii)     Modify  the  provisions  as to  eligibility  for  participation
         in the  Plan to the  extent  such  modification  requires
         shareholder  approval in order for the Plan to obtain  employee stock
         purchase plan treatment  under Section 423 of the Code or to
         comply with the requirements of Rule 16b-3; or

(iii)    Modify  the Plan in any other  way if such  modification  requires
         shareholder  approval  in order for the Plan to obtain
         employee stock purchase plan treatment under Section 423 of the Code or
         to comply with the requirements of Rule 16b-3.

(b)      It is expressly  contemplated  that the Board may amend the Plan in
         any respect the Board deems  necessary or advisable to
         provide  Employees  with the maximum  benefits  provided or to be
         provided  under the  provisions  of the Code and the  regulations
         promulgated  thereunder  relating to Employee  Stock  Purchase  Plans
         and/or to bring the Plan and/or Rights granted under it into compliance
         therewith.

(c)      Rights and  obligations  under any Rights granted  before  amendment
         of the Plan shall not be impaired by any amendment ofthe Plan,
         except with the consent of the person to whom such Rights were granted,
         or except as necessary to comply with any laws
         or  governmental  regulations,  or except as necessary to ensure that
         the Plan and/or Rights granted under the Plan comply with the
         requirements of Section 423 of the Code.

15.      DESIGNATION OF BENEFICIARY.

(a)      A Participant  may file a written  designation of a beneficiary who is
         to receive any Shares and/or cash, if any, from the
         Participant's  account under the Plan in the event of such
         Participant's  death  subsequent to the end of an Offering but prior
         todelivery to the  Participant of such Shares and cash. In addition,
         a Participant  may file a written  designation of a beneficiary who is
         to  receive  any cash from the  Participant's  account  under the Plan
         in the event of such  Participant's  death  during an Offering.

(b)      The  Participant may change such  designation of beneficiary at any
         time by written  notice.  In the event of the death of a  Participant
         and in the  absence  of a  beneficiary  validly  designated  under  the
         Plan  who is  living  at the  time of such Participant's  death,  the
         Company  shall  deliver such Shares  and/or cash to the executor or
         administrator  of the estate of the
         Participant,  or if no such executor or  administrator  has been
         appointed  may  deliver  such  Shares  and/or  cash to the
         spouse or to any one or more  dependents  or  relatives  of the
         Participant,  or if no spouse,  dependent or relative is known to the
         Company,  then to such other  person as the  Company  may
         designate.

16.      TERMINATION OR SUSPENSION OF THE PLAN.

(a)      The Board in its  discretion  may suspend or terminate  the Plan at
         any time.  Unless  sooner  terminated,  the Plan shall
         terminate at the time that all of the Shares subject to the Plan's
         reserve,  as increased  and/or adjusted from time to time, have
         been  issued  under the terms of the Plan.  No Rights may be  granted
         under the Plan  while the Plan is  suspended  or after it is
         terminated.

(b)      Rights and  obligations  under any Rights  granted  while the Plan
         is in effect  shall not be  impaired by  suspension  or
         termination  of the Plan,  except as  expressly  provided  in the Plan
         or with the  consent of the person to whom such  Rights were
         granted,  or except as  necessary  to comply with any laws or
         governmental  regulation,  or except as necessary to ensure that the
         Plan and/or Rights granted under the Plan comply with the requirements
         of Section 423 of the Code.

17.      EFFECTIVE DATE OF PLAN.

         The Plan shall become  effective  as  determined  by the Board,
         but no Rights  granted  under the Plan shall be exercised
         unless and until the Plan has been approved by the  shareholders
         of the Company within twelve (12) months before or after the date
         the Plan is adopted by the Board, which date may be prior to the
         effective date set by the Board.