EXHIBIT 10.15

                          Microwave Power Devices, Inc.

                             1999 Stock Option Plan

1.    Purposes of the Plan

      The purpose of this Microwave Power Devices, Inc. 1999 Stock Option Plan
(the "Plan") is to enable Microwave Power Devices, Inc. (the "Company") and its
Affiliates (as defined herein) to attract, retain and motivate certain key
employees and certain consultants who are important to the success and growth of
the business of the Company and its Affiliates and to create a long-term
mutuality of interest between such persons and the stockholders of the Company
by granting the options to purchase Common Stock (as defined herein).

2.    Definitions

      In addition to the terms defined elsewhere herein, for purposes of this
Plan, the following terms will have the following meanings when used herein with
initial capital letters:

      a.    "Affiliate" shall mean each of the following: (i) any Subsidiary;
            (ii) any Parent; (iii) any other corporation or any trade or
            business (including, without limitation, a partnership or limited
            liability company) which is directly or indirectly controlled 50% or
            more (whether by ownership of stock, assets or an equivalent
            ownership interest or voting interest) by the Company or one of its
            Affiliates; and (iv) any other entity in which the Company or any of
            its Affiliates has a material equity interest and which is
            designated as an "Affiliate" by resolution of the Committee.

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

      c.    "Cause" means, with respect to a Participant's Termination of
            Service, (i) in the case where there is no employment agreement,
            consulting agreement or similar agreement between the Company or an
            Affiliate and the Participant at the time of grant of the Option or
            where there is such an agreement, but it does not define "cause" (or
            words of like import), termination due to a Participant's
            dishonesty, fraud, insubordination or refusal to perform for any
            reason other than illness or incapacity or materially unsatisfactory
            performance of his or her duties for the Company as determined by
            the Committee in its sole discretion, or (ii) in the case


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            where there is an employment agreement, consulting agreement or
            similar agreement between the Company or an Affiliate and the
            Participant at the time of the grant of an Option, that defines the
            word "cause" (or words of like import), "cause" as defined under
            such employment agreement.

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

      e.    "Committee" means a committee of the Board appointed from time to
            time by the Board consisting of two or more non-employee directors,
            each of whom shall be, to the extent required by Section 162(m) of
            the Code and the regulations thereunder, an "outside director" as
            defined in Section 162(m) of the Code and, to the extent required
            under Rule 16b-3, a "non-employee director" as defined in Rule 16b-3
            except that if and to the extent that no Committee exists which has
            the authority to administer the Plan, the functions of the Committee
            shall be exercised by the Board and all references herein to the
            Committee shall be deemed to be references to the Board.

      f.    "Common Stock" means the common stock of the Company, par value $.01
            per share, any Common Stock into which the Common Stock may be
            converted and any Common Stock resulting from any reclassification
            of the Common Stock.

      g.    "Company" means Microwave Power Devices, Inc., a Delaware
            corporation.

      h.    "Disability" means a permanent and total disability, rendering a
            Participant unable to perform the duties performed by the
            Participant for the Company or its Affiliates by reason of physical
            or mental disability for a period of four consecutive months, or for
            a period of more than an aggregate of six months in any twelve month
            period. A Disability shall only be deemed to occur at the time of
            the determination by the Committee of the Disability.

      i.    "Eligible Consultants" means the executive-level consultants of the
            Company and its Affiliates who are eligible to participate in the
            Plan, as determined by the Committee in its sole discretion.

      j.    "Exchange Act" means the Securities Exchange Act of 1934, as
            amended, and all rules and regulations promulgated thereunder.


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      k.    "Fair Market Value" means, for purposes of this Plan, unless
            otherwise required by any applicable provision of the Code or any
            regulations issued thereunder, as of any date, the last sales prices
            reported for the Common Stock on the applicable date, (i) as
            reported by the principal national securities exchange on which it
            is then traded or the Nasdaq Stock Market, Inc. or (ii) if not
            traded on any such national securities exchange or the Nasdaq Stock
            Market, Inc., as quoted on an automated quotation system sponsored
            by the National Association of Securities Dealers or if the sale of
            the Common Stock shall not have been reported or quoted on such
            date, on the first day prior thereto on which the Common Stock was
            reported or quoted. If the Common Stock is not readily tradable on a
            national securities exchange, the Nasdaq Stock Market, Inc. or any
            system sponsored by the National Association of Securities Dealers,
            its Fair Market Value shall be set by the Committee in good faith
            based on reasonable methods set forth under Section 422 of the Code
            and the regulations thereunder including, without limitation, a
            method utilizing the average of prices of the Common Stock reported
            on the principal national securities exchange on which it is then
            traded during a reasonable period designated by the Committee. For
            purposes of the grant of any Stock Option, the applicable date shall
            be the date for which the last sales price is available at the time
            of grant.

      l.    "Incentive Stock Option" means any Option awarded under this Plan
            intended to be and designated as an "Incentive Stock Option" within
            the meaning of Section 422 of the Code.

      m.    "Key Employee" means any individual who is an officer or other
            valuable employee of the Company or an Affiliate who is eligible to
            be granted Options hereunder, as determined by the Committee in its
            sole discretion.

      n.    "Non-Qualified Stock Option" means any Option awarded under this
            Plan that is not an Incentive Stock Option.

      o.    "Option" means the right to purchase Shares granted to Participants
            under Article V of this Plan.


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      p.    "Parent" means any parent corporation of the Company within the
            meaning of Section 424(e) of the Code.

      q.    "Participant" means an Eligible Consultant or Key Employee to whom
            an Option has been granted hereunder; provided, however, that any
            Eligible Consultant shall be a Participant for purposes of the Plan
            solely with respect to grants of Non-Qualified Stock Options and
            shall be ineligible for Incentive Stock Options.

      r.    "Retirement" means a Participant's Termination of Service without
            cause by a Participant at or after age 65 or such earlier date after
            age 55 as may be approved by the Committee with respect to such
            Participant.

      s.    "Rule 16b-3" means Rule 16b-3 as promulgated under Section 16(b) of
            the Exchange Act.

      t.    "Securities Act" means the Securities Act of 1933, as amended, and
            all rules and regulations promulgated thereunder.

      u.    "Share" means a share of Common Stock.

      v.    "Subsidiary" means any subsidiary corporation of the Company within
            the meaning of Section 424(f) of the Code.

      w.    "Ten Percent Shareholder" means a person owning stock possessing
            more than ten percent (10%) of the total combined voting power of
            all classes of stock of the Company, [its Subsidiaries] or its
            Parent as defined in Section 422 of the Code.

      x.    "Termination of Consultancy" means the termination of an Eligible
            Consultant's consulting contract or performance of consulting
            services, as determined by the Committee in its sole discretion. In
            the event an entity shall cease to be an Affiliate, there shall be
            deemed a Termination of Consultancy of any individual who is not
            otherwise an Eligible Consultant to the Company or another Affiliate
            at the time the entity ceases to be an Affiliate. In the event that
            an Eligible Consultant becomes a Key Employee upon the termination
            of his consultancy, the Committee, in its sole and absolute
            discretion, may determine that no Termination of Consultancy shall
            be deemed to occur until such time as such Eligible Consultant is no
            longer an Eligible Consultant or a Key Employee.


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      y.    "Termination of Employment" means that individual is no longer
            actively employed by the Company or an Affiliate on a full-time
            basis, irrespective of whether or not such employee is receiving
            salary continuance pay, is continuing to participate in other
            employee benefit programs or is otherwise receiving severance type
            payments. In the event an entity shall cease to be an Affiliate,
            there shall be deemed a Termination of Employment of any Key
            Employee who is not otherwise an employee of the Company or another
            Affiliate at the time the entity ceases to be an Affiliate. A
            Termination of Employment shall not include a leave of absence
            approved for purposes of the Plan by the Committee. For purposes of
            this plan, a full-time employee is a person who is scheduled to work
            at least thirty (30) hours per week. In the event that a Key
            Employee becomes an Eligible Consultant upon the termination of his
            employment, the Committee, in its sole and absolute discretion, may
            determine that no Termination of Employment shall be deemed to occur
            until such time as such Key Employee is no longer a Key Employee or
            an Eligible Consultant.

      z.    "Termination of Service" means a Termination of Employment or
            Termination of Consultancy, as applicable.

      aa.   "Withholding Election" means the election set forth in Article XIII.

3.    Administration

      a.    Duties of the Committee. The Plan shall be administered and
            interpreted by the Committee. If for any reason the appointed
            Committee does not meet the requirements of Rule 16b-3 or Section
            162(m) of the Code, such non-compliance shall not affect the
            validity of Option grants, interpretations or other actions of the
            Committee hereunder. The Committee's authority shall include the
            ability to: select Participants to whom Options may from time to
            time be granted hereunder; determine, in accordance with the terms
            of this Plan, the number of shares of Common Stock to be covered by
            each Option granted hereunder; determine the terms and conditions,
            not inconsistent with the terms of this Plan, of any Option


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granted to a Participant hereunder (including, but not limited to, the exercise
price, any restriction or limitation, any vesting requirements or acceleration
thereof and any forfeiture restrictions or waiver thereof, regarding any Stock
Option and the shares of Common Stock relating thereto, based on such factors,
if any, as the Committee shall determine, in its sole discretion); determine
whether and under what circumstances an Option may be settled in cash and/or
Common Stock under Section 5.e. hereof; determine whether, to what extent and
under what circumstances to provide loans (which shall bear interest at the rate
the Committee shall provide) to Participants in order to exercise Options
hereunder; determine as a condition of the granting of any Option, whether to
prohibit a Participant from selling or otherwise disposing of shares of Common
Stock acquired pursuant to the exercise of an Option for a period of time as
determined by the Committee, in its sole discretion, following the date of the
acquisition of such Option; modify, extend or renew an Option, subject to
Article IX herein, provided, however, that if an Option is modified, extended or
renewed and thereby deemed to be the issuance of a new Option under the Code or
the applicable accounting rules, the exercise price of the Option may continue
to be the original exercise price even if less than the Fair Market Value of the
Common Stock at the time of such modification, extension or renewal; offer to
buy out an Option previously granted, based on such terms and conditions as the
Committee shall establish and communicate to the Participant at the time such
offer is made; prescribe the form or forms of instruments evidencing Options and
any other instruments required under the Plan and to change such forms from time
to time; and make all other determinations and to take all such steps in
connection with the Plan and the Options as the Committee, in its sole
discretion, deems necessary or desirable. The Committee shall not be bound to
any standards of uniformity or similarity of action, interpretation or conduct
in the discharge of its duties hereunder, regardless of the apparent similarity
of the matters coming before it. Any determination, action or conclusion of the
Committee shall be final, conclusive and binding on all parties.


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      b.    Guidelines. Subject to Article IX hereof, the Committee shall have
            the authority to adopt, alter and repeal such administrative rules,
            guidelines and practices governing this Plan and perform all acts,
            including the delegation of its administrative responsibilities, as
            it shall, from time to time, deem advisable; to construe and
            interpret the terms and provisions of this Plan and any Option
            issued under this Plan (and any agreements relating thereto); and to
            otherwise supervise the administration of this Plan. The Committee
            may correct any defect, supply any omission or reconcile any
            inconsistency in this Plan or in any agreement relating thereto in
            the manner and to the extent it shall deem necessary to effectuate
            the purpose and intent of this Plan. The Committee may adopt special
            guidelines and provisions for persons who are residing in, or
            subject to, the taxes of, foreign jurisdictions to comply with
            applicable tax and securities laws and may impose any limitations
            and restrictions that it deems necessary to comply with the
            applicable tax and securities laws of such foreign jurisdictions. To
            the extent applicable, this Plan is intended to comply with Section
            162(m) of the Code and the applicable requirements of Rule 16b-3 and
            shall be limited, construed and interpreted in a manner so as to
            comply therewith.

      c.    Reliance on Counsel. The Company, the Board or the Committee may
            consult with legal counsel, who may be counsel for the Company or
            other counsel, with respect to its obligations or duties hereunder,
            or with respect to any action or proceeding or any question of law,
            and shall not be liable with respect to any action taken or omitted
            by it in good faith pursuant to the advice of such counsel.

      d.    Advisors. The Committee may employ such consultants and agents as it
            may deem desirable for the administration of the Plan, and may rely
            upon any advice or opinion received from any such consultant or
            agent and any computation received from any such consultant or
            agent. Expenses incurred by the Committee in the engagement of any
            counsel, consultant or agent shall be paid by the Company.

      e.    Indemnification. The Committee, its members and any person
            designated pursuant to paragraph (a) above shall not be liable for
            any action or determination made in good faith with respect to this
            Plan. To the maximum extent permitted


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            by applicable law, no officer of the Company or member or former
            member of the Committee or of the Board shall be liable for any
            action or determination made in good faith with respect to this Plan
            or any Option granted under it. To the maximum extent permitted by
            applicable law or the Certificate of Incorporation or By-Laws of the
            Company and to the extent not covered by insurance, each officer and
            member or former member of the Committee or of the Board shall be
            indemnified and held harmless by the Company against any cost or
            expense (including reasonable fees of counsel reasonably acceptable
            to the Company) or liability (including any sum paid in settlement
            of a claim with the approval of the Company), and advanced amounts
            necessary to pay the foregoing at the earliest time and to the
            fullest extent permitted, arising out of any act or omission to act
            in connection with this Plan, except to the extent arising out of
            such officer's, member's or former member's own fraud or bad faith.
            Such indemnification shall be in addition to any rights of
            indemnification the officers, directors or members or former
            officers, directors or members may have under applicable law or
            under the Certificate of Incorporation or By-Laws of the Company or
            any Affiliate. Notwithstanding anything else herein, this
            indemnification will not apply to the actions or determinations made
            by an individual with regard to Options granted to him or her under
            this Plan.

      f.    Procedures. If the Committee is appointed, the Board may designate
            one of the members of the Committee as chairman and the Committee
            shall hold meetings, subject to the By-Laws of the Company, at such
            times and places, including, without limitation, by telephone
            conference or by written consent, as the Committee shall deem
            advisable. A majority of the Committee members shall constitute a
            quorum. All determinations of the Committee shall be made by a
            majority of its members. Any decision or determination reduced to
            writing and signed by all the Committee members in accordance with
            the By-Laws of the Company, shall be fully as effective as if it had
            been made by a vote at a meeting duly called and held. The Committee
            shall keep minutes of its meetings and shall


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            make such rules and regulations for the conduct of its business as
            it shall deem advisable.

      g.    Determinations. Any determination, interpretation or other action
            made or taken in good faith pursuant to the provisions of this Plan
            by or at the direction of the Company, the Board or the Committee
            (or any of its members) shall be final, conclusive and binding for
            all purposes and upon all persons, including, without limitation,
            the Participants, the Company and its Affiliates, directors,
            officers and other employees of the Company and its Affiliates, and
            the respective heirs, executors, administrators, personal
            representatives and other successors in interest of each of the
            foregoing.

4.    Shares; Adjustment Upon Certain Events

      a.    Number of Shares. Subject to adjustment as provided in this Article
            IV, the maximum aggregate number of Shares that may be issued under
            the Plan shall be 500,000 which may be either authorized and
            unissued Common Stock or Common Stock held in or acquired for the
            treasury of the Company or both. If any Option granted under this
            Plan expires, terminates or is canceled for any reason without
            having been exercised in full or the Company repurchases any Option,
            the number of shares of Common Stock subject to such Option shall
            again be available for the purposes of awards under this Plan. In
            determining the number of shares of Common Stock available for
            Non-Statutory Stock Options, if Common Stock has been delivered or
            exchanged by a Participant as full or partial payment to the Company
            for payment of the exercise price, or for payment of withholding
            taxes in connection with the exercise of a Stock Option, or if the
            number shares of Common Stock otherwise deliverable has been reduced
            for payment of the exercise price or for payment of withholding
            taxes, the number of shares of Common Stock exchanged as payment in
            connection with the exercise or for withholding or reduced shall
            again be available for purposes of Non-Statutory Stock Options under
            this Plan.


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      b.    Adjustments; Recapitalization, etc. The existence of the Plan and
            the Options granted hereunder shall not affect in any way the right
            or power of the Board or the stockholders of the Company to make or
            authorize any adjustment, recapitalization, reorganization or other
            change in the Company's capital structure or its business, any
            merger or consolidation of the Company, any issue of bonds,
            debentures, preferred or prior preference stocks ahead of or
            affecting Common Stock, the dissolution or liquidation of the
            Company or an Affiliate, any sale or transfer of all or part of its
            assets or business or any other corporate act or proceeding. Except
            as provided below, the Committee may make or provide for such
            adjustments in the maximum number of Shares specified in Section
            4.a., in the number of Shares covered by outstanding Options granted
            hereunder, and/or in the Purchase Price (as hereinafter defined)
            applicable to such Options or such other adjustments in the number
            and kind of securities received upon the exercise of Options, as the
            Committee in its sole discretion may determine is equitably required
            to prevent dilution or enlargement of the rights of Participants or
            to otherwise recognize the effect that otherwise would result from
            any stock dividend, extraordinary dividend, stock split or reverse
            stock split, combination or exchange of shares, recapitalization or
            other change in the capital structure of the Company, merger,
            consolidation, spin-off, split-up, reorganization, partial or
            complete liquidation, issuance of rights or warrants to purchase
            securities or any other corporate transaction or event having an
            effect similar to any of the foregoing and any such adjustment
            determined by the Committee shall be binding and conclusive on the
            Company and all Participants and employees and their respective
            heirs, executors, administrators, successors and assigns. In the
            event of a merger or consolidation in which the Company is not the
            surviving entity or in the event of any transaction that results in
            the acquisition of substantially all of the Company's outstanding
            Common Stock by a single person or entity or by a group of persons
            and/or entities acting in concert, or in the event of the sale or
            transfer of all or substantially all of the Company's assets (the
            foregoing being referred to as "Acquisition Events"), then the
            Committee may in its sole discretion terminate all


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            outstanding Options effective as of the consummation of the
            Acquisition Event by delivering notice of termination to each
            Participant at least 20 days prior to the date of consummation of
            the Acquisition Event; provided that, during the period from the
            date on which such notice of termination is delivered to the
            consummation of the Acquisition Event, each Participant shall have
            the right to exercise in full all the Options that are then
            outstanding (without regard to limitations on exercise otherwise
            contained in the Options) but contingent on occurrence of the
            Acquisition Event, and, provided further that, if the Acquisition
            Event does not take place within a specified period after giving
            such notice for any reason whatsoever, the notice and exercise shall
            be null and void. Except as hereinbefore expressly provided, the
            issuance by the Company of shares of stock of any class, or
            securities convertible into shares of stock of any class, for cash,
            property, labor or services, upon direct sale, upon the exercise of
            rights or warrants to subscribe therefor or upon conversion of
            shares or other securities, and in any case whether or not for fair
            value, shall not affect, and no adjustment by reason thereof shall
            be made with respect to, the number and class of shares and/or other
            securities or property subject to Options theretofore granted or the
            Purchase Price.

      c.    Fractional Shares. No fractional Shares will be issued or
            transferred upon the exercise of any Option. In lieu thereof, the
            Company shall pay a cash adjustment equal to the same fraction of
            the Fair Market Value of one Share on the date of exercise.

5.    Awards and Terms of Options

      a.    Grant. The Committee may grant Non-Qualified Stock Options or
            Incentive Stock Options, or any combination thereof to Key
            Employees, and Non-Qualified Stock Options to Eligible Consultants,
            provided that the maximum number of Shares with respect to which
            Options may be granted to any Key Employee or any Eligible
            Consultant during any calendar year may not exceed 400,000. To the
            extent that the maximum number of authorized Shares with respect to
            which


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            Options may be granted are not granted in a particular calendar year
            to a Participant (beginning with the year in which the Participant
            receives his or her first grant of Options hereunder), such
            ungranted Options for any year shall increase the maximum number of
            Shares with respect to which Options may be granted to such
            Participant in subsequent calendar years during the term of the Plan
            until used. Notwithstanding anything herein to the contrary to the
            extent that any Option does not qualify as an Incentive Stock Option
            (whether because of its provisions or the time or manner of its
            exercise or otherwise), such Option or the portion thereof which
            does not qualify, shall constitute a separate Non-Qualified Stock
            Option. Each Option shall be evidenced by an Option agreement (the
            "Option Agreement") in such form as the Committee shall approve from
            time to time.

      b.    Exercise Price. The purchase price per Share (the "Purchase Price")
            deliverable upon the exercise of a Non-Qualified Stock Option shall
            be determined by the Committee and set forth in a Participant's
            Option Agreement, provided that the Purchase Price shall not be less
            than the par value of a Share. The Purchase Price deliverable upon
            the exercise of an Incentive Stock Option shall be determined by the
            Committee and set forth in a Participant's Option Agreement but
            shall be not less than 100% of the Fair Market Value of a Share at
            the time of grant; provided, however, if an Incentive Stock Option
            is granted to a Ten Percent Shareholder, the Purchase Price shall be
            no less than 110% of the Fair Market Value of a Share.

      c.    Number of Shares. The Option Agreement shall specify the number of
            Options granted to the Participant, as determined by the Committee
            in its sole discretion.

      d.    Exercisability. At the time of grant, the Committee shall specify
            when and on what terms the Options granted shall be exercisable. In
            the case of Options not immediately exercisable in full, the
            Committee may at any time accelerate the time at which all or any
            part of the Options may be exercised and may waive any other
            conditions to exercise. No Option shall be exercisable after the
            expiration of ten years from the date of grant; provided, however,
            the term of an Incentive Stock Option granted to a Ten Percent
            Shareholder may not exceed five years.


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            Each Option shall be subject to earlier termination as provided in
            Article VI below.

      e.    Exercise of Options.

            i.    A Participant may elect to exercise one or more Options by
                  giving written notice to the Committee of such election and of
                  the number of Options such Participant has elected to
                  exercise, accompanied by payment in full of the aggregate
                  Purchase Price for the number of Shares for which the Options
                  are being exercised.

            ii.   Shares purchased pursuant to the exercise of Options shall be
                  paid for at the time of exercise as follows:

                  (A)   in cash or by check, bank draft or money order payable
                        to the order of Company;

                  (B)   if the Shares are traded on a national securities
                        exchange, the Nasdaq Stock Market, Inc. or quoted on a
                        national securities system sponsored by the National
                        Association of Securities Dealers through a "cashless
                        exercise" whereby the Participant delivers irrevocable
                        instructions to a broker to deliver promptly to the
                        Company an amount equal to the aggregate Purchase Price;

                  (C)   on such other terms and conditions as may be acceptable
                        to the Committee including, without limitation, the
                        relinquishment of Options or by payment of Shares which
                        have been owned by the Participant for a period of at
                        least 6 months, or such other period necessary to avoid
                        an accounting charge against the Company's earnings as
                        reported on the Company's financial statements and for
                        which the Participant has good title free and clear of
                        any liens or encumbrance based upon the Fair Market
                        Value of the Shares on the payment date. No shares shall
                        be issued until payment, as provided herein, has been
                        made or provided for.


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            iii.  Upon receipt of payment, the Company shall deliver to the
                  Participant as soon as practicable a certificate or
                  certificates for the Shares then purchased.

      f.    Incentive Stock Option Limitations. To the extent that the aggregate
            Fair Market Value (determined as of the time of grant) of the Common
            Stock with respect to which Incentive Stock Options are exercisable
            for the first time by the Participant during any calendar year under
            the Plan and/or any other stock option plan of the Company or any
            Subsidiary or Parent corporation exceeds $100,000, such Options
            shall be treated as Options which are not Incentive Stock Options.
            Should any of the foregoing provisions not be necessary in order for
            the Options to qualify as Incentive Stock Options, or should any
            additional provisions be required, the Committee may amend the Plan
            accordingly, without the necessity of obtaining the approval of the
            shareholders of the Company, except as otherwise required by law.

      g.    Form, Modification, Extension and Renewal of Stock Options. Subject
            to the terms and conditions and within the limitations of this Plan,
            the Committee may (i) modify, extend or renew outstanding Options
            granted under this Plan (provided that the rights of a Participant
            are not reduced without his consent) and (ii) accept the surrender
            of outstanding Options (up to the extent not theretofore exercised)
            and authorize the granting of new Options in substitution therefor
            (to the extent not theretofore exercised).

      h.    Deferred Delivery of Common Shares. The Committee may in its
            discretion permit Participants to defer delivery of Common Stock
            acquired pursuant to a Participant's exercise of a Non-Statutory
            Stock Option in accordance with the terms and conditions established
            by the Committee. a.

      i.    Other Terms and Conditions. Options may contain such other
            provisions, which shall not be inconsistent with any of the
            foregoing terms of the Plan, as the Committee shall deem
            appropriate.

6.    Effect of Termination of Employment


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      a.    Termination Other than for Cause Except as otherwise provided in the
            Participant's Option Agreement, upon Termination of Service, all
            outstanding Options then exercisable and not exercised by the
            Participant prior to such Termination of Service (and any Options
            not previously exercisable but made exercisable by the Committee at
            or after the Termination of Service) shall remain exercisable by the
            Participant to the extent not exercised for the following time
            periods, or, if earlier, the prior expiration of the Option in
            accordance with the terms of the Plan and grant:

            1.    In the event of the Participant's death, Retirement or
                  Disability, such Options shall remain exercisable by the
                  Participant (or by the Participant's estate or by the person
                  given authority to exercise such Options by the Participant's
                  will or by operation of law) for a period of one year from the
                  date of the Participant's death, Retirement or Disability,
                  provided that the Committee, in its sole discretion, may at
                  any time extend such time period.

            2.    In the event the Participant's employment is terminated by the
                  Company or an Affiliate without Cause, such Options shall
                  remain exercisable for 90 days from the date of the
                  Participant's Termination of Service, provided that the
                  Committee, in its sole discretion, may at any time extend such
                  time period.

      b.    Cause, Voluntary Termination. Upon a Participant's Termination of
            Service for Cause, or upon a Participant's voluntary termination of
            employment, or if the Company or an Affiliate obtains or discovers
            information after Termination of Service that such Participant had
            engaged in conduct that would have justified a Termination of
            Service for Cause during employment, all outstanding Options of such
            Participant shall immediately terminate and shall be null and void.

      c.    Cancellation of Options. Except as otherwise provided in Article VI
            hereof, no Options that were not exercisable during the period of
            employment shall thereafter become exercisable upon a Termination of
            Service, and such Options shall terminate and become null and void
            upon a Termination of Service, unless the Committee determines in
            its sole discretion that such Options shall be exercisable.


                                       15
<PAGE>

7.    Nontransferability of Options

      No Option shall be transferable by the Participant otherwise than by will
or under applicable laws of descent and distribution, and during the lifetime of
the Participant may be exercised only by the Participant or his or her guardian
or legal representative. In addition, except as provided above, no Option shall
be assigned, negotiated, pledged or hypothecated in any way (whether by
operation of law or otherwise), and no Option shall be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, negotiate,
pledge or hypothecate any Option, or in the event of any levy upon any Option by
reason of any execution, attachment or similar process contrary to the
provisions hereof, such Option shall immediately terminate and become null and
void.

8.    Rights as a Stockholder

      A Participant (or a permitted transferee of an Option) shall have no
rights as a stockholder with respect to any Shares covered by such Participant's
Option until such Participant (or permitted transferee) shall have become the
holder of record of such Shares, and no adjustments shall be made for dividends
in cash or other property or distributions or other rights in respect to any
such Shares, except as otherwise specifically provided in this Plan.

9.    Termination, Amendment and Modification

      The Plan shall terminate at the close of business on the tenth anniversary
of the Effective Date (the "Termination Date"), unless terminated sooner as
hereinafter provided, and no Option shall be granted under the Plan on or after
that date. The termination of the Plan shall not terminate any outstanding
Options that by their terms continue beyond the Termination Date.

      The Committee may at any time, and from time to time, amend, in whole or
in part, any or all of the provisions of the Plan (including any amendment
deemed necessary to ensure that the Company may comply with any regulatory
requirements referred to in Article XII), or suspend or terminate it entirely,
retroactively or otherwise; provided, however, that, unless otherwise required
by law or specifically provided herein, the rights of a Participant with respect
to Options granted prior to such amendment, suspension or termination, may not,
be materially


                                       16
<PAGE>

impaired without the consent of such Participant and, provided further, of the
Board shall obtain shareholder approval for any amendment to the extent required
by law or any exchange.

      The Committee may amend the terms of any Option granted, prospectively or
retroactively, but, except as otherwise provided herein, no such amendment or
other action by the Committee shall materially impair the rights of any
Participant without the Participant's consent.

10.   General Provisions

      a.    Right to Terminate Service. Neither the adoption of the Plan nor the
            grant of Options shall impose any obligation on the Company or its
            Affiliates to continue the employment of any Participant or the
            consulting arrangement with any Eligible Consultant, nor shall it
            impose any obligation on the part of any Participant to remain in
            the employ of the Company or any Affiliate or to remain as a
            consultant of the Company or its Affiliates.

      b.    Purchase for Investment. The Board or the Committee may require any
            person who receives Shares upon any exercise or conversion of an
            Option hereunder, to execute and deliver to the Company a written
            statement, in form satisfactory to the Company, representing and
            warranting that such Participant is purchasing or accepting the
            Shares then acquired for such Participant's own account and not with
            a view to the resale or distribution thereof, and such other
            securities law related representations as the Board or the Committee
            shall request. All certificates for Shares delivered under this Plan
            shall be subject to such stock transfer orders and other
            restrictions as the Committee may deem advisable under the rules,
            regulations and other requirements of the Securities and Exchange
            Commission, any stock exchange upon which the Common Stock is then
            listed or any national securities association system upon whose
            system the Common Stock is then quoted, any applicable Federal or
            state securities law, and any applicable corporate law, and the
            Committee may cause a legend or legends to be put on any such
            certificates to make appropriate reference to such restrictions.


                                       17
<PAGE>

      c.    Trusts, etc. Nothing contained in the Plan and no action taken
            pursuant to the Plan (including, without limitation, the grant of
            any Option thereunder) shall create or be construed to create a
            trust of any kind, or a fiduciary relationship, between the Company
            and any Participant or the executor, administrator or other personal
            representative or designated beneficiary of such Participant, or any
            other persons. The Plan is intended to constitute an "unfunded" plan
            for incentive and deferred compensation. Any reserves that may be
            established by the Company in connection with the Plan shall
            continue to be part of the general funds of the Company, and no
            individual or entity other than the Company shall have any interest
            in such funds until paid to a Participant. If and to the extent that
            any Participant or such Participant's executor, administrator or
            other personal representative, as the case may be, acquires a right
            to receive any payment from the Company pursuant to the Plan, such
            right shall be no greater than the right of an unsecured general
            creditor of the Company.

      d.    Notices. Any notice to the Company required by or in respect of this
            Plan will be addressed to the Company, Microwave Power Devices,
            Inc., 49 Wireless Boulevard, Hauppauge, New York 11788-3935,
            Attention: Chief Financial Officer, or such other place of business
            as shall become the Company's principal executive offices from time
            to time. Each Participant shall be responsible for furnishing the
            Committee with the current and proper address for the mailing to
            such Participant of notices and the delivery to such Participant of
            agreements, Shares and payments. Any such notice to the Participant
            will, if the Company has received notice that the Participant is
            then deceased, be given to the Participant's personal representative
            if such representative has previously informed the Company of his
            status and address (and has provided such reasonable substantiating
            information as the Company may request) by written notice under this
            Section. Any notice required by or in respect of this Plan will be
            deemed to have been duly given when delivered in person or when
            dispatched by telegram or one business day after having been
            dispatched by a nationally recognized overnight courier service or
            three business days after having been mailed by


                                       18
<PAGE>

            United States registered or certified mail, return receipt
            requested, postage prepaid. The Company assumes no responsibility or
            obligation to deliver any item mailed to such address that is
            returned as undeliverable to the addressee and any further mailings
            will be suspended until the Participant furnishes the proper
            address.

      e.    Severability of Provisions. If any provisions of the Plan shall be
            held invalid or unenforceable, such invalidity or unenforceability
            shall not affect any other provisions of the Plan, and the Plan
            shall be construed and enforced as if such provisions had not been
            included.

      f.    Payment to Minors, Etc. Any benefit payable to or for the benefit of
            a minor, an incompetent person or other person incapable of receipt
            thereof shall be deemed paid when paid to such person's guardian or
            to the party providing or reasonably appearing to provide for the
            care of such person, and such payment shall fully discharge the
            Committee, the Company and their employees, agents and
            representatives with respect thereto.

      g.    Headings and Captions. The headings and captions herein are provided
            for reference and convenience only. They shall not be considered
            part of the Plan and shall not be employed in the construction of
            the Plan.

      h.    Controlling Law. The Plan shall be construed and enforced according
            to the laws of the State of Delaware.

      i.    Other Benefits. No payment under this Plan shall be considered
            compensation for purposes of computing benefits under any retirement
            plan of the Company or its Affiliates nor affect any benefits under
            any other benefit plan now or subsequently in effect under which the
            availability of benefits is related to the level of compensation.

      j.    Costs. The Company shall bear all expenses included in administering
            this Plan, including expenses of issuing Common Stock pursuant to
            any Options hereunder.

      k.    Section 162(m) Deduction Limitation. The Committee at any time may
            in its sole discretion limit the number of Options that can be
            exercised in any taxable year of the Company, to the extent
            necessary to prevent the application of Section 162(m)


                                       19
<PAGE>

            of the Code (or any similar or successor provision), provided that
            the Committee may not postpone the earliest date on which Options
            can be exercised beyond the last day of the stated term of such
            Options. a.

      l.    Section 16(b) of the Exchange Act. All elections and transactions
            under the Plan by persons subject to Section 16 of the Exchange Act
            involving shares of Common Stock are intended to comply with all
            exemptive conditions under Rule 16b-3. The Committee may establish
            and adopt written administrative guidelines, designed to facilitate
            compliance with Section 16(b) of the Exchange Act, as it may deem
            necessary or proper for the administration and operation of the Plan
            and the transaction of business thereunder.

      m.    Death/Disability. The Committee may in its discretion require the
            transferee of a Participant to supply it with written notice of the
            Participant's death or Disability and to supply it with a copy of
            the will (in the case of the Participant's death) or such other
            evidence as the Committee deems necessary to establish the validity
            of the transfer of an Option. The Committee may also require that
            the agreement of the transferee to be bound by all of the terms and
            conditions of this Plan.

11.   Issuance of Stock Certificates;

      Legends; Payment of Expenses

      a.    Stock Certificates. Upon any exercise of an Option and payment of
            the exercise price as provided in such Option, a certificate or
            certificates for the Shares as to which such Option has been
            exercised shall be issued by the Company in the name of the person
            or persons exercising such Option and shall be delivered to or upon
            the order of such person or persons.

      b.    Legends. Certificates for Shares issued upon exercise of an Option
            shall bear such legend or legends as the Committee, in its sole
            discretion, determines to be necessary or appropriate to prevent a
            violation of, or to perfect an exemption from, the registration
            requirements of the Securities Act or to implement the


                                       20
<PAGE>

            provisions of any agreements between Company and the Participant
            with respect to such Shares.

      c.    Payment of Expenses. The Company shall pay all issue or transfer
            taxes with respect to the issuance or transfer of Shares, as well as
            all fees and expenses necessarily incurred by the Company in
            connection with such issuance or transfer and with the
            administration of the Plan.

12.   Listing of Shares and Related Matters

      A0 Unless otherwise determined by the Committee, as long as the Common
Stock is listed on a national securities exchange or system sponsored by a
national securities association, the issue of any shares of Common Stock under
an Option shall be conditioned upon such shares being listed on such exchange or
system. The Company shall have no obligation to issue such shares unless and
until such shares are so listed, and the right to exercise any Option with
respect to such shares shall be suspended until such listing has been effected.

      b If at any time counsel to the Company shall be of the opinion that any
sale or delivery of shares of Common Stock under an Option is or may in the
circumstances be unlawful or result in the imposition of excise taxes on the
Company under the statutes, rules or regulations of any applicable jurisdiction,
the Company shall have no obligation to make such sale or delivery, or to make
any application or to effect or to maintain any qualification or registration
under the Securities Act or otherwise with respect to shares of Common Stock,
and the right to exercise any Option shall be suspended until, in the opinion of
said counsel, such sale or delivery shall be lawful or will not result in the
imposition of excise taxes on the Company.

      c. Upon termination of any period of suspension under this Article XII,
any Option affected by such suspension which shall not then have expired or
terminated shall be reinstated as to all shares available before such
suspension, but no such suspension shall extend the term of any Option.

      d. A Participant shall be required to supply the Company with any
certificates, representations and information that the Company requests and
otherwise cooperate with the Company in obtaining any listing, registration,
qualification, exemption, consent or approval the Company deems necessary or
appropriate.


                                       21
<PAGE>

13.   Withholding Taxes

The Company shall have the right to deduct from any payment to be made to a
Participant, or to otherwise require, prior to the issuance or delivery of any
shares of Common Stock or the payment of any cash hereunder, payment by the
Participant of, any Federal, state or local taxes required by law to be
withheld.

Any statutorily required withholding obligation with regard to any Participant
may be satisfied, subject to the consent of the Committee, by reducing the
number of shares of Common Stock otherwise deliverable or by delivering shares
of Common Stock already owned. Any fraction of a share of Common Stock required
to satisfy such tax obligations shall be disregarded and the amount due shall be
paid instead in cash by the Participant.

14.   Effective Date.

The Plan shall become effective upon adoption by the Board, subject to the
approval of this Plan by the stockholders of the Company in accordance with the
requirements of the laws of the State of Delaware or such later date as provided
in the adopting resolution.


                                       22
<PAGE>

--------------------------------------------------------------------------------

                          MICROWAVE POWER DEVICES, INC.

                             1999 STOCK OPTION PLAN

                                December 2, 1999

--------------------------------------------------------------------------------

<PAGE>

                                                                            Page
                                                                            ----

                                Table of Contents

1.    Purposes of the Plan...................................................1

2.    Definitions............................................................1

3.    Administration.........................................................5

            a.    Duties of the Committee....................................5

            b.    Guidelines.................................................7

            c.    Reliance on Counsel........................................7

            d.    Advisors...................................................7

            e.    Indemnification............................................7

            f.    Procedures.................................................8

            g.    Determinations.............................................9

4.    Shares; Adjustment Upon Certain Events.................................9

            a.    Number of Shares...........................................9

            b.    Adjustments; Recapitalization, etc........................10

            c.    Fractional Shares.........................................11

5.    Awards and Terms of Options...........................................11

            a.    Grant.....................................................11

            b.    Exercise Price............................................12

            c.    Number of Shares..........................................12

            d.    Exercisability............................................12

            e.    Exercise of Options.......................................13

            f.    Incentive Stock Option Limitations........................14

            g.    Form, Modification, Extension and Renewal of Stock Options14

            h.    Deferred Delivery of Common Shares........................14

            i.    Other Terms and Conditions................................14

6.    Effect of Termination of Employment...................................14

            a.    Termination Other than for Cause..........................15

            b.    Cause, Voluntary Termination..............................15

            c.    Cancellation of Options...................................15

<PAGE>

                                                                            Page
                                                                            ----

7.    Nontransferability of Options.........................................16

8.    Rights as a Stockholder...............................................16

9.    Termination, Amendment and Modification...............................16

10.   General Provisions....................................................17

            a.    Right to Terminate Service................................17

            b.    Purchase for Investment...................................17

            c.    Trusts, etc...............................................18

            d.    Notices...................................................18

            e.    Severability of Provisions................................19

            f.    Payment to Minors, Etc....................................19

            g.    Headings and Captions.....................................19

            h.    Controlling Law...........................................19

            i.    Other Benefits............................................19

            j.    Costs.....................................................19

            k.    Section 162(m) Deduction Limitation.......................19

            l.    Section 16(b) of the Exchange Act.........................20

            m.    Death/Disability..........................................20

11.   Issuance of Stock Certificates;.......................................20

            Legends; Payment of Expenses....................................20

            a.    Stock Certificates........................................20

            b.    Legends...................................................20

            c.    Payment of Expenses.......................................21

12.   Listing of Shares and Related Matters.................................21

13.   Withholding Taxes.....................................................22

14.   Effective Date........................................................22

Form of Option Agreement.............................................Exhibit A