Exhibit 4.1


ARTEIS
INC.


2001
STOCK PLAN


(amended as of
February 18, 2005)


1.                                       Purposes
of the Plan.  The purposes of this
Stock Plan are to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentive to Employees,
Directors and Consultants and to promote the success of the Company’s
business.  Options granted under the Plan
may be Incentive Stock Options or Nonstatutory Stock Options, as determined by
the Administrator at the time of grant. 
Stock Purchase Rights may also be granted under the Plan.


2.                                       Definitions.  As used herein, the following definitions
shall apply:


(a)                                  “Administrator”
means the Board or any of its Committees as shall be administering the Plan in
accordance with Section 4 hereof.


(b)                                 “Applicable Laws”
means the requirements relating to the administration of stock option plans
under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed
or quoted and the applicable laws of any other country or jurisdiction where
Options or Stock Purchase Rights are granted under the Plan.


(c)                                  “Board” means
the Board of Directors of the Company.


(d)                                 “Change in Control”
means the occurrence of any of the following events:


(i)                                     Any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the
“beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company’s then outstanding
voting securities; or


(ii)                                  The consummation of
the sale or disposition by the Company of all or substantially all of the
Company’s assets; or


(iii)                               The consummation of a
merger or consolidation of the Company with any other entity, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total
voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or
consolidation.


(e)                                  “Code” means
the Internal Revenue Code of 1986, as amended.













(f)                                    “Committee”
means a committee of Directors appointed by the Board in accordance with
Section 4 hereof.


(g)                                 “Common Stock”
means the Common Stock of the Company.


(h)                                 “Company” means
Arteis Inc., a Delaware corporation.


(i)                                     “Consultant”
means any person who is engaged by the Company or any Parent or Subsidiary to
render consulting or advisory services to such entity.


(j)                                     “Director”
means a member of the Board.


(k)                                  “Disability”
means total and permanent disability as defined in Section 22(e)(3) of the
Code.


(l)                                     “Employee”
means any person, including officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company. 
A Service Provider shall not cease to be an Employee in the case of
(i) any leave of absence approved by the Company or (ii) transfers
between locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor.  For
purposes of Incentive Stock Options, no such leave may exceed ninety (90) days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract.  If reemployment upon
expiration of a leave of absence approved by the Company is not so guaranteed,
then three (3) months following the 90th day of such leave, any Incentive Stock
Option held by the Optionee shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock
Option.  Neither service as a Director nor
payment of a director’s fee by the Company shall be sufficient to constitute
“employment” by the Company.


(m)                               “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


(n)                                 “Fair Market Value”
means, as of any date, the value of Common Stock determined as follows:


(i)                                  If the Common Stock
is listed on any established stock exchange or a national market system,
including without limitation the Nasdaq National Market or The Nasdaq SmallCap
Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable;


(ii)                               If the Common Stock is
regularly quoted by a recognized securities dealer but selling prices are not
reported, its Fair Market Value shall be the mean between the high bid and low
asked prices for the Common Stock on the day of determination; or


(iii)                            In the absence of an
established market for the Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Administrator.



 2
 









(o)                                 “Incentive Stock
Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code.


(p)                                 “Nonstatutory Stock
Option” means an Option not intended to qualify as an Incentive Stock
Option.


(q)                                 “Option” means
a stock option granted pursuant to the Plan.


(r)                                    “Option
Agreement” means a written or electronic agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option
grant.  The Option Agreement is subject
to the terms and conditions of the Plan.


(s)                                  “Optioned Stock”
means the Common Stock subject to an Option or a Stock Purchase Right.


(t)                                    “Optionee”
means the holder of an outstanding Option or Stock Purchase Right granted under
the Plan.


(u)                                 “Parent” means
a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.


(v)                                 “Plan” means
this 2001 Stock Plan.


(w)                               “Restricted Stock”
means shares of Common Stock acquired pursuant to a grant of a Stock Purchase
Right under Section 12 below.


(x)                                   “Service Provider”
means an Employee, Director or Consultant.


(y)                                 “Share” means a
share of the Common Stock, as adjusted in accordance with Section 12
below.


(z)                                   “Stock Purchase
Right” means a right to purchase Common Stock pursuant to Section 12
below.


(aa)                            “Subsidiary” means a
“subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.


3.                                       Stock
Subject to the Plan.  Subject to the
provisions of Section 13 of the Plan, the maximum aggregate number of
Shares that may be subject to option and sold under the Plan is 879,545
Shares.  The Shares may be authorized but
unissued, or reacquired Common Stock.


If an Option or
Stock Purchase Right expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated).  However, Shares that have
actually been issued under the Plan, upon exercise of either an Option or Stock
Purchase Right, shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if Shares of
restricted stock issued pursuant to an Option or Stock Purchase Right are
repurchased by the Company at their original purchase price, such Shares shall
become available for future grant under the Plan.



 3
 









4.                                       Administration
of the Plan.


(a)                                  The Plan shall be
administered by the Board or a Committee appointed by the Board, which
Committee shall be constituted to comply with Applicable Laws.


(b)                                 Powers of the
Administrator.  Subject to the
provisions of the Plan and, in the case of a Committee, the specific duties
delegated by the Board to such Committee, and subject to the approval of any
relevant authorities, the Administrator shall have the authority in its
discretion:


(i)                                  to determine the Fair
Market Value;


(ii)                               to select the Service
Providers to whom Options and Stock Purchase Rights may from time to time be
granted hereunder;


(iii)                            to determine the number of
Shares to be covered by each such award granted hereunder;


(iv)                           to approve forms of
agreement for use under the Plan;


(v)                              to determine the terms
and conditions of any Option or Stock Purchase Right granted hereunder.  Such terms and conditions include, but are
not limited to, the exercise price, the time or times when Options or Stock Purchase
Rights may be exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Option or Stock Purchase Right or the Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;


(vi)                           to prescribe, amend and
rescind rules and regulations relating to the Plan, including rules and
regulations relating to sub-plans established for the purpose of satisfying applicable
foreign laws;


(vii)                        to allow Optionees to satisfy
withholding tax obligations by electing to have the Company withhold from the
Shares to be issued upon exercise of an Option or Stock Purchase Right that
number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld.  The Fair Market
Value of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined.  All elections by Optionees to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable; and


(viii)                     to construe and interpret the
terms of the Plan and Options granted pursuant to the Plan.


(c)                                  Effect of
Administrator’s Decision.  All
decisions, determinations and interpretations of the Administrator shall be
final and binding on all Optionees.



 4
 









5.                                       Eligibility.  Nonstatutory Stock Options and Stock Purchase
Rights may be granted to Service Providers. 
Incentive Stock Options may be granted only to Employees.


6.                                       Limitations.


(a)                              Incentive Stock Option
Limit.  Each Option shall be
designated in the Option Agreement as either an Incentive Stock Option or a
Nonstatutory Stock Option.  However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options.  For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in which they
were granted.  The Fair Market Value of
the Shares shall be determined as of the time the Option with respect to such
Shares is granted.


(b)                             At-Will Employment.  Neither the Plan nor any Option or Stock
Purchase Right shall confer upon any Optionee any right with respect to
continuing the Optionee’s relationship as a Service Provider with the Company,
nor shall it interfere in any way with his or her right or the Company’s right
to terminate such relationship at any time, with or without cause, and with or
without notice.


7.                                       Term
of Plan.  Subject to shareholder
approval in accordance with Section 19, the Plan shall become effective
upon its adoption by the Board.  Unless
sooner terminated under Section 15, it shall continue in effect for a term
of ten (10) years from the later of (i) the effective date of the Plan, or
(ii) the date of the most recent Board approval of an increase in the
number of shares reserved for issuance under the Plan.


8.                                       Term
of Option.  The term of each Option
shall be stated in the Option Agreement; provided, however, that the term shall
be no more than ten (10) years from the date of grant thereof.  In the case of an Incentive Stock Option
granted to an Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Option shall
be five (5) years from the date of grant or such shorter term as may be
provided in the Option Agreement.


9.                                       Option
Exercise Price and Consideration.


(a)                              Exercise Price.  The per share exercise price for the Shares
to be issued upon exercise of an Option shall be such price as is determined by
the Administrator, but shall be subject to the following:


(i)                                  In the case of an
Incentive Stock Option


(A)                              granted to an Employee
who, at the time of grant of such Option, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.



 5
 









(B)                                granted to any other
Employee, the per Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.


(ii)                               In the case of a
Nonstatutory Stock Option, the per Share exercise price shall be determined by
the Administrator.


(iii)                            Notwithstanding the
foregoing, Options may be granted with a per Share exercise price other than as
required above pursuant to a merger or other corporate transaction.


(b)                                 Forms of
Consideration.  The consideration to
be paid for the Shares to be issued upon exercise of an Option, including the
method of payment, shall be determined by the Administrator (and, in the case
of an Incentive Stock Option, shall be determined at the time of grant).  Such consideration may consist of, without
limitations, (1) cash, (2) check, (3) promissory note,
(4) other Shares, provided Shares acquired from the Company, either
directly or indirectly, (x) have been owned by the Optionee for more than
six months on the date of surrender, and (y) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which such Option shall be exercised, (5) consideration received by the
Company under a cashless exercise program implemented by the Company in
connection with the Plan, or (6) any combination of the foregoing methods
of payment.  In making its determination
as to the type of consideration to accept, the Administrator shall consider if
acceptance of such consideration may be reasonably expected to benefit the Company.  Notwithstanding the foregoing, the
Administrator may permit an Optionee to exercise his or her Option by delivery
of a full-recourse promissory note secured by the purchased Shares.  The terms of such promissory note shall be
determined by the Administrator in its sole discretion.


10.                                 Exercise
of Option.


(a)                              Procedure for
Exercise; Rights as a Shareholder. 
Any Option granted hereunder shall be exercisable according to the terms
hereof at such times and under such conditions as determined by the Administrator
and set forth in the Option Agreement. 
Unless the Administrator provides otherwise, vesting of Options granted
hereunder shall be suspended during any unpaid leave of absence.  An Option may not be exercised for a fraction
of a Share.


An Option shall be
deemed exercised when the Company receives: (i) written or electronic
notice of exercise (in accordance with the Option Agreement) from the person
entitled to exercise the Option, and (ii) full payment for the Shares with
respect to which the Option is exercised. 
Full payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option Agreement and the
Plan.  Shares issued upon exercise of an
Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse.  Until the Shares are issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. 
The Company shall issue (or cause to be issued) such Shares promptly
after the Option is exercised.  No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in
Section 13 of the Plan.



 6
 









Exercise of an
Option in any manner shall result in a decrease in the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.


(b)                                 Termination of
Relationship as a Service Provider. 
If an Optionee ceases to be a Service Provider, such Optionee may exercise
his or her Option within such period of time as is specified in the Option
Agreement to the extent that the Option is vested on the date of termination
(but in no event later than the expiration of the term of the Option as set
forth in the Option Agreement).  In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for three (3) months following the Optionee’s termination.  If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not
exercise his or her Option within the time specified by the Administrator, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.


(c)                                  Disability of
Optionee.  If an Optionee ceases to
be a Service Provider as a result of the Optionee’s total and permanent
disability, as defined in Section 22(e)(3) of the Code, the Optionee may
exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement).  In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee’s termination.  If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.


(d)                                 Death of Optionee.  If an Optionee dies while a Service Provider,
the Option may be exercised within such period of time as is specified in the
Option Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement), by the Optionee’s designated
beneficiary, provided such beneficiary has been designated prior to Optionee’s
death in a form acceptable to the Administrator.  If no such beneficiary has been designated by
the Optionee, then such Option may be exercised by the personal representative
of the Optionee’s estate or by the person(s) to whom the Option is transferred
pursuant to the Optionee’s will or in accordance with the laws of descent and
distribution.  In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for twelve
(12) months following the Optionee’s termination.  If, at the time of death, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested portion
of the Option shall immediately revert to the Plan.  If the Option is not so exercised within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.


11.                                 Limited
Transferability of Options.  Unless
determined otherwise by the Administrator, Options and Stock Purchase Rights
may not be sold, pledged, assigned, hypothecated, transferred, or disposed of
in any manner other than by will or the laws of descent and distribution, and
may be exercised during the lifetime of the Optionee, only by the
Optionee.  If the Administrator in its
sole discretion makes an Option or Stock Purchase Right transferable, such
award may only be transferred by (i) will, (ii) the laws of descent
and distribution, (iii) instrument to 



 7
 









an inter vivos or
testamentary trust in which the award is to be passed to beneficiaries upon the
death of the Optionee, or (iv) gift to a member of Optionee’s immediate
family (as such term is defined in Rule 16a-1(e) of the Exchange Act).  In addition, any transferable Option or Stock
Purchase Right shall contain additional terms and conditions as the
Administrator deems appropriate.


12.                                 Stock
Purchase Rights.


(a)                                  Rights to Purchase.  Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. 
After the Administrator determines that it will offer Stock Purchase
Rights under the Plan, it shall advise the offeree in writing or electronically
of the terms, conditions and restrictions related to the offer, including the
number of Shares that such person shall be entitled to purchase, the price to
be paid, and the time within which such person must accept such offer.  The offer shall be accepted by execution of a
Restricted Stock purchase agreement in the form determined by the
Administrator.


(b)                                 Repurchase Option.  Unless the Administrator determines
otherwise, the Restricted Stock purchase agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser’s service with the Company for any reason (incuding death or
disability).  The purchase price for
Shares repurchased pursuant to the Restricted Stock purchase agreement shall be
the original price paid by the purchaser and may be paid by cancellation of any
indebtedness of the purchaser to the Company. 
The repurchase option shall lapse at such rate as the Administrator may
determine.


(c)                                  Other Provisions.  The Restricted Stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.


(d)                                 Rights as a
Shareholder.  Once the Stock Purchase
Right is exercised, the purchaser shall have rights equivalent to those of a
shareholder and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company.  No adjustment shall be made for a dividend or
other right for which the record date is prior to the date the Stock Purchase
Right is exercised, except as provided in Section 13 of the Plan.


13.                                 Adjustments
Upon Changes in Capitalization, Merger or Change in Control.


(a)                                  Changes in
Capitalization.  Subject to any
required action by the shareholders of the Company, the number and type of
Shares which have been authorized for issuance under the Plan but as to which
no Options or Stock Purchase Rights have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option or Repurchase
Right, and the number and type of Shares covered by each outstanding Option or
Repurchase Right, as well as the price per Share covered by each such
outstanding Option or Repurchase Right, shall be proportionately adjusted for
any increase or decrease in the number or type of issued Shares resulting from
a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company.  The
conversion of any convertible 



 8
 









securities of the Company shall not be deemed to have been “effected
without receipt of consideration.”  Such
adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. 
Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number, type or price of Shares subject to an Option or Stock
Purchase Right.


(b)                                 Dissolution or
Liquidation.  In the event of the
proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of such
proposed transaction.  The Administrator
in its discretion may provide for an Optionee to have the right to exercise his
or her Option or Stock Purchase Right until fifteen (15) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares
as to which the Option or Stock Purchase Right would not otherwise be
exercisable.  In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse
as to all such Shares, provided the proposed dissolution or liquidation takes
place at the time and in the manner contemplated.  To the extent it has not been previously
exercised, an Option or Stock Purchase Right will terminate immediately prior
to the consummation of such proposed action.


(c)                                  Merger or Change
in Control.  In the event of a merger
of the Company with or into another corporation, or a Change in Control, each
outstanding Option and Stock Purchase Right shall be assumed or an equivalent
option or right substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. 
If the successor corporation in a merger or Change in Control refuses to
assume or substitute for the Option or Stock Purchase Right, then the Optionee
shall fully vest in and have the right to exercise his or her Option or Stock
Purchase Right as to all of the Optioned Stock, including Shares as to which it
would not otherwise be vested or exercisable. 
If an Option or Stock Purchase Right becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a merger or
Change in Control, the Administrator shall notify the Optionee in writing or
electronically that the Option or Stock Purchase Right shall be fully
exercisable for a period of fifteen (15) days from the date of such notice, and
the Option or Stock Purchase Right shall terminate upon the expiration of such
period.  For the purposes of this
paragraph, the Option or Stock Purchase Right shall be considered assumed if,
following the merger or Change in Control, the Option or Stock Purchase Right
confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option immediately prior to the merger or Change in Control, the
consideration (whether stock, cash, or other securities or property) received
in the merger or Change in Control by holders of Common Stock for each Share
held on the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or Change in Control is not solely common
stock of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option or Stock Purchase Right, for each
Share of Optioned Stock subject to the Option or Stock Purchase Right, to be
solely common stock of the successor corporation or its Parent equal in fair
market value to the per share consideration received by holders of Common Stock
in the merger or Change in Control.



 9
 









14.                                 Time
of Granting Options.  The date of
grant of an Option or Stock Purchase Right shall, for all purposes, be the date
on which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such later date as is determined by the Administrator.  Notice of the determination shall be given to
each Service Provider to whom an Option or Stock Purchase Right is so granted
within a reasonable time after the date of such grant.


15.                                 Amendment
and Termination of the Plan.


(a)                                  Amendment and
Termination.  The Board may at any
time amend, alter, suspend or terminate the Plan.


(b)                                 Shareholder
Approval.  The Board shall obtain
shareholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.


(c)                                  Effect of
Amendment or Termination.  No
amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the Optionee
and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company.  Termination of
the Plan shall not affect the Administrator’s ability to exercise the powers
granted to it hereunder with respect to Options granted under the Plan prior to
the date of such termination.


16.                                 Conditions
Upon Issuance of Shares.


(a)                                  Legal Compliance.  Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.


(b)                                 Investment
Representations.  As a condition to
the exercise of an Option, the Administrator may require the person exercising
such Option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required.


17.                                 Inability
to Obtain Authority.  The inability
of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.


18.                                 Reservation
of Shares.  The Company, during the
term of this Plan, shall at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.


19.                                 Shareholder
Approval.  The Plan shall be subject
to approval by the shareholders of the Company within twelve (12) months after
the date the Plan is adopted.  Such
shareholder approval shall be obtained in the degree and manner required under
Applicable Laws.



 10