EXHIBIT 10.1


                           ASI TECHNOLOGY CORPORATION

                           2000 EQUITY INCENTIVE PLAN


         Section 1. General Purpose of Plan; Definitions.

         The  name of this  plan is the ASI  2000  Equity  Incentive  Plan  (the
"Plan").  The Plan was adopted by the Board (defined  below) on July 5, 2000 and
approved by the  stockholders of the Company (defined below) on August 23, 2000.
The purpose of the Plan is to enable the  Company to attract  and retain  highly
qualified  personnel who will contribute to the Company's success and to provide
incentives to Participants (defined below) that are linked directly to increases
in stockholder value and will therefore inure to the benefit of all stockholders
of the Company.

         For purposes of the Plan,  the following  terms shall be defined as set
forth below:

                  (a)  "Administrator"  means the Board, or if and to the extent
the Board does not administer the Plan, the Committee in accordance with Section
2 below.

                  (b)  "Affiliate"  means  any  corporation  that  directly,  or
indirectly through one or more intermediaries,  controls or is controlled by, or
is under common control with, another  corporation,  where "control"  (including
the terms "controlled by" and "under common control with") means the possession,
direct or indirect,  of the power to cause the direction of the  management  and
policies of the corporation, whether through the ownership of voting securities,
by contract or otherwise.

                  (c) "Award" means any award under the Plan.

                  (d) "Award  Agreement"  means, with respect to each Award, the
signed written agreement  between the Company and the Participant  setting forth
the terms and conditions of the Award.

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

                  (f) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor thereto.

                  (g)  "Committee"  means any committee the Board may appoint to
administer the Plan. To the extent necessary and desirable,  the Committee shall
be composed entirely of individuals who meet the  qualifications  referred to in
Section 162(m) of the Code and Rule 16b-3 under the Exchange Act. If at any time
or to any extent the Board shall not administer the Plan,  then the functions of
the Board specified in the Plan shall be exercised by the Committee.

                  (h) "Common  Stock" means the common  stock,  par value $0.001
per share, of the Company.

                  (i)  "Company"  means  ASI,  a  Nevada   corporation  (or  any
successor corporation).

                  (j) "Deferred  Stock" means the right to receive Shares at the
end of a specified deferral period granted pursuant to Section 8 below.

                  (k)  "Disability"  means the  inability  of a  Participant  to
perform  substantially his or her duties and  responsibilities to the Company or
to any Parent or  Subsidiary  by reason of a physical  or mental  disability  or
infirmity  (i) for a  continuous  period of six months,  or (ii) at such earlier
time  as  the  Participant   submits  medical   evidence   satisfactory  to  the
Administrator  that the  Participant  has a  physical  or mental  disability  or
infirmity  that will  likely  prevent  the  Participant  from  returning  to the
performance of the Participant's  work duties for six months or longer. The date
of such Disability  shall be the last day of such six-month period or the day on
which the Participant  submits such satisfactory  medical evidence,  as the case
may be.



<PAGE>


                  (l) "Eligible Recipient" means an officer, director, employee,
consultant or advisor of the Company or of any Parent or Subsidiary.

                  (m) "Employee  Director" means any director of the Company who
is also an employee of the Company or of any Parent or Subsidiary.

                  (n) "Exchange Act" means the Securities  Exchange Act of 1934,
as amended from time to time.

                  (o)  "Exercise  Price"  means the per  share  price at which a
holder of an Award may purchase the Shares issuable upon exercise of the Award.

                  (p) "Fair Market Value" as of a particular date shall mean the
fair market value of a share of Common Stock as determined by the  Administrator
in its sole  discretion;  provided,  however,  that (i) if the  Common  Stock is
admitted to trading on a national  securities  exchange,  fair market value of a
share of Common Stock on any date shall be the closing  sale price  reported for
such share on such  exchange  on such date or, if no sale was  reported  on such
date, on the last date preceding such date on which a sale was reported, (ii) if
the Common  Stock is  admitted  to  quotation  on the  National  Association  of
Securities  Dealers  Automated  Quotation  ("Nasdaq") System or other comparable
quotation  system and has been  designated as a National  Market System  ("NMS")
security,  fair market value of a share of Common Stock on any date shall be the
closing sale price reported for such share on such system on such date or, if no
sale was reported on such date, on the last date  preceding such date on which a
sale was  reported,  (iii) if the Common  Stock is admitted to  quotation on the
Nasdaq System but has not been designated as an NMS security,  fair market value
of a share of Common  Stock on any date shall be the  average of the highest bid
and lowest  asked prices of such share on such system on such date or, if no bid
and ask prices were reported on such date, on the last date  preceding such date
on which both bid and ask prices  were  reported;  (iv) in the case of a Limited
Stock Appreciation Right, the fair market value of a share of Common Stock shall
be the "Change in Control Price" (as defined in the Award  Agreement  evidencing
such Limited Stock Appreciation Right) of a share of Common Stock as of the date
of exercise.

                  (q) "Incentive  Stock Option" means any Option  intended to be
designated as an "incentive  stock option"  within the meaning of Section 422 of
the Code.

                  (r)  "Limited   Stock   Appreciation   Right"  means  a  Stock
Appreciation  Right  that can be  exercised  only in the event of a  "Change  in
Control"  (as  defined in the Award  Agreement  evidencing  such  Limited  Stock
Appreciation Right).

                  (s)  "Non-Employee  Director"  means a director of the Company
who is not an employee of the Company or of any Parent or Subsidiary.

                  (t) "Non-Qualified  Stock Option" means any Option that is not
an Incentive  Stock  Option,  including any Option that provides (as of the time
such  Option is  granted)  that it will not be  treated  as an  Incentive  Stock
Option.

                  (u)  "Option"  means an  option  to  purchase  Shares  granted
pursuant to Section 6 below.

                  (v) "Parent" means any corporation (other than the Company) in
an  unbroken  chain of  corporations  ending  with the  Company,  if each of the
corporations in the chain (other than the Company) owns stock  possessing 50% or
more of the  combined  voting  power of all classes of stock in one of the other
corporations in the chain.

                  (w) "Participant" means (i) any Eligible Recipient selected by
the Administrator, pursuant to the Administrator's authority in Section 2 below,
to  receive  grants  of  Options,   Stock  Appreciation  Rights,  Limited  Stock
Appreciation Rights,  awards of Restricted Stock, Deferred Stock, or Performance
Shares or any combination of the foregoing,  or (ii) any  Non-Employee  Director
who is eligible to receive grants of Options pursuant to Section 6(i) below.

                  (x)  "Performance  Shares"  means  Shares  that are subject to
restrictions  based upon the  attainment  of  specified  performance  objectives
granted pursuant to Section 8 below.

                  (y) "Registration  Statement" means the registration statement
on Form S-1 filed with the  Securities  and Exchange  Commission for the initial
underwritten public offering of the Common Stock.



<PAGE>


                  (z)  "Restricted   Stock"  means  Shares  subject  to  certain
restrictions granted pursuant to Section 8 below.

                  (aa)  "Shares"  means  shares of  Common  Stock  reserved  for
issuance  under the Plan,  as  adjusted  pursuant  to  Sections 3 and 4, and any
successor security.

                  (bb) "Stock Appreciation Right" means the right pursuant to an
Award granted under Section 7 below to receive an amount equal to the excess, if
any, of (i) the Fair Market Value, as of the date such Stock  Appreciation Right
or portion thereof is  surrendered,  of the Shares covered by such right or such
portion  thereof,  over (ii) the aggregate  Exercise Price of such right or such
portion thereof.

                  (cc)  "Subsidiary"  means  any  corporation  (other  than  the
Company) in an unbroken chain of  corporations  beginning  with the Company,  if
each of the corporations (other than the last corporation) in the unbroken chain
owns stock  possessing  50% or more of the total  combined  voting  power of all
classes of stock in one of the other corporations in the chain.

         Section 2.  Administration.

         The Plan shall be administered  in accordance with the  requirements of
Section  162(m) of the Code (but only to the extent  necessary  and desirable to
maintain  qualification  of Awards  under the Plan under  Section  162(m) of the
Code) and, to the extent  applicable,  Rule 16b-3 under the  Exchange Act ("Rule
16b-3"),  by the Board or, at the Board's  sole  discretion,  by the  Committee,
which shall be appointed by the Board,  and which shall serve at the pleasure of
the Board.

         Pursuant  to the terms of the Plan,  the  Administrator  shall have the
power and authority to grant to Eligible Recipients Options,  Stock Appreciation
Rights  or  Limited  Stock  Appreciation  Rights,  Awards of  Restricted  Stock,
Deferred Stock or Performance  Shares or any  combination of the foregoing.  The
Administrator shall have the authority:

                  (a)  to  select  those   Eligible   Recipients  who  shall  be
Participants;

                  (b) to  determine  whether and to what extent  Options,  Stock
Appreciation  Rights,  Limited Stock Appreciation  Rights,  Awards of Restricted
Stock,  Deferred  Stock or  Performance  Shares or a  combination  of any of the
foregoing, are to be granted hereunder to Participants;

                  (c) to  determine  the  number of Shares to be covered by each
Award granted hereunder;

                  (d) to determine the terms and  conditions,  not  inconsistent
with the terms of the Plan, of each Award granted hereunder (including,  but not
limited to, (x) the  restrictions  applicable to Awards of  Restricted  Stock or
Deferred Stock and the conditions  under which  restrictions  applicable to such
Awards  of  Restricted  Stock  or  Deferred  Stock  shall  lapse,  and  (ii) the
performance goals and periods applicable to Awards of Performance Shares);

                  (e) to determine the terms and  conditions,  not  inconsistent
with the terms of the Plan, that shall govern all written instruments evidencing
Options, Stock Appreciation Rights, Limited Stock Appreciation Rights, Awards of
Restricted Stock, Deferred Stock or Performance Shares or any combination of the
foregoing granted hereunder;

                  (f) to reduce  the  Exercise  Price of any  Option to the then
current Fair Market Value if the Fair Market Value of the Shares covered by such
Option has declined since the date such Option was granted; and

                  (g) the  Committee  may,  at any  time or from  time to  time,
authorize the Company, with the consent of the respective Participants, to issue
new  Awards  in  exchange  for  the  surrender  and  cancellation  of any or all
outstanding  Awards.  The Committee  may at any time buy from a  Participant  an
Award  previously  granted with payment in cash,  Shares  (including  Restricted
Stock)  or  other  consideration,  based on such  terms  and  conditions  as the
Committee and the Participant shall agree.

         The Administrator shall have the authority, in its sole discretion,  to
adopt,  alter and repeal such  administrative  rules,  guidelines  and practices
governing  the Plan as it shall from time to time deem  advisable;  to interpret
the terms and



<PAGE>


provisions  of the Plan and any  Award  issued  under  the Plan  (and any  Award
Agreement  relating thereto);  and to otherwise  supervise the administration of
the Plan.

         All decisions made by the  Administrator  pursuant to the provisions of
the Plan shall be final,  conclusive  and binding on all persons,  including the
Company and the Participants.

         Section 3.  Shares Subject to Plan.

         The total number of shares of Common Stock  reserved and  available for
issuance  under the Plan shall be 250,000  shares  (after  giving  effect to the
one-for-ten  reverse  split  of the  Common  Stock  approved  by  the  Company's
stockholders  concurrently with the approval of this Plan by the  stockholders).
Such shares may consist,  in whole or in part, of authorized and unissued shares
or treasury shares.  The aggregate  number of Shares as to which Options,  Stock
Appreciation  Rights,  and  Awards  of  Restricted  Stock,  Deferred  Stock  and
Performance  Shares may be granted to any  Participant  during any calendar year
may not,  subject to adjustment as provided in this Section 3, exceed 80% of the
Shares reserved for the purposes of the Plan.

         Consistent  with the  provisions of Section 162(m) of the Code, as from
time  to time  applicable,  to the  extent  that  (i) an  Option  expires  or is
otherwise terminated without being exercised,  or (ii) any Shares subject to any
Award  of  Restricted  Stock,  Deferred  Stock  or  Performance  Shares  granted
hereunder  are  forfeited,  such Shares shall again be available for issuance in
connection  with future  Awards  granted under the Plan. If any Shares have been
pledged as collateral for  indebtedness  incurred by a Participant in connection
with the  exercise of an Option and such  Shares are  returned to the Company in
satisfaction  of such  indebtedness,  such Shares shall again be  available  for
issuance in connection with future Awards granted under the Plan.

         In the  event of any stock  dividend,  recapitalization,  stock  split,
reverse stock split (other than the one-for-ten  reverse stock split referred to
above),  subdivision,  combination,  reclassification  or similar  change in the
capital   structure  of  the  Company   without   consideration,   an  equitable
substitution  or  proportionate  adjustment  shall be made in (i) the  aggregate
number of Shares reserved for issuance under the Plan, (ii) the kind, number and
Exercise  Prices of Shares subject to outstanding  Options,  and (iii) the kind,
number and Exercise Prices of Shares subject to outstanding Awards of Restricted
Stock,  Deferred Stock and Performance Shares, in each case as may be determined
by the Administrator,  in its sole discretion, subject to any required action by
the Board or the  stockholders  of the Company and in compliance with applicable
securities  laws;  provided,  however,  that  fractions  of a Share shall not be
issued but shall either be paid in cash at Fair Market Value or shall be rounded
up to the nearest  whole share,  as  determined  by the  Committee.  An adjusted
Exercise Price shall also be used to determine the amount payable by the Company
upon the exercise of any Stock  Appreciation Right or Limited Stock Appreciation
Right related to any Option.

         Section 4.  Corporate Transactions.

         (a) Assumption or  Replacement of Awards by Successor.  In the event of
(i) a  merger  or  consolidation  in  which  the  Company  is not the  surviving
corporation   (other  than  a  merger  or  consolidation   with  a  wholly-owned
subsidiary,  a reincorporation  of the Company in a different  jurisdiction,  or
other transaction in which there is no substantial change in the stockholders of
the Company and the Awards granted under the Plan are assumed or replaced by the
successor  corporation,  which assumption shall be binding on all Participants);
(ii)  a  dissolution  or   liquidation  of  the  Company;   (iii)  the  sale  of
substantially  all of the assets of the Company;  or (iv) any other  transaction
that  qualifies as a "corporate  transaction"  under Section  424(a) of the Code
wherein the  stockholders of the Company give up all of their equity interest in
the  Company  (except  for  the   acquisition,   sale  or  transfer  of  all  or
substantially  all  of  the  outstanding  shares  of  the  Company),  any or all
outstanding  Awards may be assumed or replaced by the successor  corporation (if
any) or Parent thereof,  which assumption or replacement shall be binding on all
Participants.  In the alternative,  the successor  corporation or Parent thereof
may substitute  equivalent awards or provide substantially similar consideration
to  Participants  as was provided to  stockholders  of the Company (after taking
into account the existing provisions of the Awards).  The successor  corporation
or Parent thereof may also issue, in place of outstanding  shares of the Company
held by the Participant,  substantially similar shares or other property subject
to repurchase  restrictions no less favorable to the  Participant.  In the event
such  successor  corporation  (if any) or  Parent  thereof  does not  assume  or
substitute  awards,  as provided above,  pursuant to a transaction  described in
this  Section  4(a),  such Awards  shall  automatically  become fully vested and
exercisable and be released from any  restrictions on transfer and repurchase or
forfeiture  rights,  immediately  prior to the specified  effective date of such
transaction,  for all the Shares at the time represented by such Awards. In such
event, effective upon the consummation of the transaction, or at such other time
and on such conditions as the Board shall



<PAGE>


determine,  all  outstanding  Awards under the Plan shall terminate and cease to
remain outstanding, except to the extent assumed by the successor corporation or
its Parent.

         (b) Other Treatment of Awards. Subject to any greater rights granted to
Participants  under the foregoing  provisions of this Section 4, in the event of
the occurrence of any  transaction  described in Section 4(a),  any  outstanding
Awards shall be treated as provided in the applicable Award Agreement or plan of
merger,  consolidation,  dissolution,  liquidation,  sale  of  assets  or  other
"corporate transaction."

         (c)  Assumption  of Awards by the Company.  The  Company,  from time to
time,  also may  substitute  or assume  outstanding  awards  granted  by another
company,  whether in  connection  with an  acquisition  of such other company or
otherwise,  by either (i)  granting an Award under the Plan in  substitution  of
such  other  company's  award;  or (ii)  assuming  such  award as if it had been
granted under the Plan if the terms of such assumed award could be applied to an
award  granted  under  the  Plan.  Such  substitution  or  assumption  shall  be
permissible  if the holder of the  substituted  or assumed award would have been
eligible to be granted an Award under the Plan if the other  company had applied
the rules of the Plan to such grant.  In the event the Company  assumes an award
granted by another company,  the terms and conditions of such award shall remain
unchanged  (except that the  exercise  price and the number and nature of Shares
issuable  upon  exercise  of any  such  option  will be  adjusted  approximately
pursuant  to Section  424(a) of the Code).  In the event the  Company  elects to
grant a new Option rather than assuming an existing option,  such new Option may
be granted with a similarly adjusted Exercise Price.

         Section 5.  Eligibility.

         Eligible  Recipients  shall be  eligible to be granted  Options,  Stock
Appreciation  Rights,  Limited Stock Appreciation  Rights,  Awards of Restricted
Stock,  Deferred Stock or Performance Shares or any combination of the foregoing
hereunder.  The Participants  under the Plan shall be selected from time to time
by  the  Administrator,   in  its  sole  discretion,  from  among  the  Eligible
Recipients,  and the Administrator shall determine, in its sole discretion,  the
number of Shares covered by each such Award.

         Section 6.  Options.

         Options may be granted  alone or in addition  to other  Awards  granted
under the Plan.  Any Option  granted under the Plan shall be in such form as the
Administrator  may from time to time approve,  and the provisions of each Option
need not be the same with  respect  to each  Participant.  Participants  who are
granted  Options shall enter into an Award  Agreement with the Company,  in such
form as the  Administrator  shall  determine,  which Award  Agreement  shall set
forth,  among other things,  the Exercise  Price of the Option,  the term of the
Option and provisions regarding exercisability of the Option granted thereunder.

         The Options  granted under the Plan may be of two types:  (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options.

         The  Administrator  shall have the authority to grant to any officer or
employee of the Company or of any Parent or Subsidiary  (including directors who
are also officers of the Company) Incentive Stock Options,  Non-Qualified  Stock
Options,  or  both  types  of  Options  (in  each  case  with or  without  Stock
Appreciation Rights or Limited Stock Appreciation Rights). Directors who are not
also  officers of the  Company or of any Parent or  Subsidiary,  consultants  or
advisors  to the  Company  or to any  Parent or  Subsidiary  may only be granted
Non-Qualified  Stock  Options  (with or  without  Stock  Appreciation  Rights or
Limited  Stock  Appreciation  Rights).  To the extent  that any Option  does not
qualify  as  an  Incentive  Stock  Option,   it  shall   constitute  a  separate
Non-Qualified  Stock  Option.  More than one  Option  may be granted to the same
Participant and be outstanding concurrently hereunder.

         Options  granted under the Plan shall be subject to the following terms
and  conditions  and shall contain such  additional  terms and  conditions,  not
inconsistent  with the  terms  of the  Plan,  as the  Administrator  shall  deem
desirable:

                  (a) Option  Exercise  Price.  The per share  Exercise Price of
Shares  purchasable  under an Option shall be determined by the Administrator in
its sole  discretion  at the time of grant  but  shall  not,  (i) in the case of
Incentive  Stock  Options,  be less  than 100% of the Fair  Market  Value of the
Common  Stock on such  date,  (ii) in the case of  Non-Qualified  Stock  Options
intended to qualify as  "performance-based  compensation"  within the meaning of
Section  162(m) of the Code,  be less than 100% of the Fair Market  Value of the
Common  Stock on such date,  and (iii) in any event,  be less



<PAGE>


than the par value (if any) of the Common  Stock.  If a  Participant  owns or is
deemed to own (by  reason of the  attribution  rules  applicable  under  Section
424(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the  Company  or of any Parent or  Subsidiary  and an  Incentive  Stock
Option is  granted to such  Participant,  the per share  Exercise  Price of such
Incentive  Stock Option (to the extent required at the time of grant by the Code
shall be no less than 110% of the Fair Market  Value of the Common  Stock on the
date such Incentive Stock Option is granted.

                  (b) Option Term. The term of each Option shall be fixed by the
Administrator,  but no Option shall be exercisable more than ten years after the
date such Option is granted;  provided,  however, that if an employee owns or is
deemed to own (by reason of the attribution rules of Section 424(d) of the Code)
more  than  10% of the  combined  voting  power of all  classes  of stock of the
Company or of any Parent or Subsidiary and an Incentive  Stock Option is granted
to such  employee,  the  term of such  Incentive  Stock  Option  (to the  extent
required by the Code at the time of grant) shall be no more than five years from
the date of grant.

                  (c) Exercisability.  Options shall be exercisable at such time
or times and subject to such terms and  conditions as shall be determined by the
Administrator  at or after the time of grant. The  Administrator  may provide at
the time of grant, in its sole discretion,  that any Option shall be exercisable
only in installments,  and the Administrator may waive such installment exercise
provisions  at any  time,  in  whole or in part,  based on such  factors  as the
Administrator may determine,  in its sole discretion,  including but not limited
to in connection  with any "change in control" of the Company (as defined in the
Award Agreement evidencing such Option).

                  (d) Method of Exercise.  Subject to Section 6(c),  Options may
be exercised in whole or in part at any time during the Option period, by giving
written notice of exercise to the Company  specifying the number of Shares to be
purchased, accompanied by payment in full of the aggregate Exercise Price of the
Shares  so  purchased  in  cash  or  its   equivalent,   as  determined  by  the
Administrator.  In addition,  payment for Shares purchased  pursuant to the Plan
may be made,  where expressly  approved for the Participant by the Committee and
where permitted by law:

                           (i) by cancellation of indebtedness of the Company to
the Participant;

                           (ii) by  surrender  of shares of  Common  Stock  that
either (1) have been owned by Participant  for more than six (6) months and have
been paid for  within  the  meaning of SEC Rule 144 (and,  if such  shares  were
purchased from the Company by use of a promissory note, such note has been fully
paid with respect to such Shares);  or (2) were obtained by  Participant  in the
public market;

                           (iii) by waiver of  compensation  due or  accrued  to
Participant for services rendered;

                           (iv) by tender of property;

                           (v) with respect only to purchases  upon  exercise of
an Option,  and provided that a public  market for the Common Stock exists:  (i)
through a "same day sale" commitment from  Participant and a broker-dealer  that
is a member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Participant  irrevocably elects to exercise the Option and to sell a
portion of the Shares so purchased to pay for the  aggregate  Exercise  Price of
the Shares so purchased,  and whereby the NASD Dealer  irrevocably  commits upon
receipt of such Shares to forward such Exercise  Price  directly to the Company;
or (ii)  through a  "margin"  commitment  from  Participant  and an NASD  Dealer
whereby Participant  irrevocably elects to exercise the Option and to pledge the
Shares so  purchased  to the NASD Dealer in a margin  account as security  for a
loan from the NASD Dealer in the amount of the aggregate  Exercise  Price of the
Shares so  purchased,  and  whereby  the NASD Dealer  irrevocably  commits  upon
receipt of such Shares to forward such Exercise Price directly to the Company;

                           (vi) in the case of the  exercise of a  Non-Qualified
Stock Option,  in the form of Restricted Stock or Performance  Shares subject to
an Award hereunder  (based, in each case, on the Fair Market Value of the Common
Stock on the date the Option is exercised);  provided, however, that in the case
of an Incentive  Stock Option,  the right to make payment in the form of already
owned shares of Common  Stock may be  authorized  only at the time of grant.  If
payment of the Exercise Price of a  Non-Qualified  Stock Option is made in whole
or in part in the form of Restricted  Stock or  Performance  Shares,  the Shares
received upon the exercise of such Option shall be restricted in accordance with
the original terms of the Restricted Stock Award or Performance  Shares Award in
question,  except that the Administrator may direct that such restrictions shall
apply only to that  number of Shares  equal to the number of shares  surrendered
upon the exercise of such Option.



<PAGE>


                           (vii) by any combination of the foregoing or

                           (viii) by any other form of  consideration  permitted
by applicable law.

                  A Participant shall generally have the rights to dividends and
any other  rights of a  stockholder  with  respect to the Shares  subject to the
Option only after the Participant has given written notice of exercise, has paid
in full for such  Shares,  and,  if  requested,  has  given  the  representation
described in Section 11(b).

                  The  Administrator  may  require  the  surrender  of  all or a
portion of any Option  granted  under the Plan as a condition  precedent  to the
grant of a new Option.  Subject to the  provisions of the Plan,  such new Option
shall be exercisable at the Exercise Price, during such period and on such other
terms and conditions as are specified by the  Administrator  at the time the new
Option is granted.  Consistent  with the  provisions of Section  162(m),  to the
extent  applicable,  upon their  surrender,  Options  shall be canceled  and the
Shares previously  subject to such canceled Options shall again be available for
future grants of Options and other Awards hereunder.

                  (e) Loans.  The Company or any Parent or  Subsidiary  may make
loans available to Option holders in connection with the exercise of outstanding
Options, as the Administrator, in its sole discretion, may determine. Such loans
shall (i) be evidenced by promissory notes entered into by the Option holders in
favor of the Company or any Parent or  Subsidiary,  (ii) be subject to the terms
and  conditions  set  forth  in this  Section  6(e)  and such  other  terms  and
conditions,   not  inconsistent  with  the  Plan,  as  the  Administrator  shall
determine,  (iii) bear interest at the applicable  Federal interest rate or such
other rate as the  Administrator  shall determine,  and (iv) be subject to Board
approval  (or to  approval  by the  Administrator  to the  extent  the Board may
delegate such authority).  In no event may the principal amount of any such loan
exceed the sum of (x) the aggregate  Exercise  Price less the par value (if any)
of the  Shares  covered by the  Option,  or portion  thereof,  exercised  by the
holder,  and (y) any Federal,  state,  and local income tax attributable to such
exercise.  The initial  term of the loan,  the schedule of payments of principal
and  interest  under  the  loan,  the  extent to which the loan is to be with or
without  recourse  against the holder with respect to principal  and/or interest
and the  conditions  upon which the loan will become payable in the event of the
holder's  termination  of service to the Company or to any Parent or  Subsidiary
shall be determined by the  Administrator.  Unless the Administrator  determines
otherwise,  when a loan is made, Shares having an aggregate Fair Market Value at
least equal to the  principal  amount of the loan shall be pledged by the holder
to the Company as security  for payment of the unpaid  balance of the loan,  and
such pledge shall be evidenced by a pledge  agreement,  the terms of which shall
be determined by the Administrator,  in its sole discretion;  provided, however,
that each loan shall comply with all applicable  laws,  regulations and rules of
the Board of Governors of the Federal Reserve System and any other  governmental
agency having jurisdiction.

                  (f)  Non-Transferability of Options.  Except under the laws of
descent  and  distribution,  the  Participant  shall not be  permitted  to sell,
transfer,  pledge or assign any Option,  and all Options  shall be  exercisable,
during the Participant's lifetime, only by the Participant;  provided,  however,
that the  Participant  shall be permitted to transfer one or more  Non-Qualified
Stock Options to a trust controlled by the Participant  during the Participant's
lifetime for estate planning purposes.

                  (g)  Termination of Employment or Service.  If a Participant's
employment  with or service as a director,  consultant or advisor to the Company
or to any  Parent  or  Subsidiary  terminates  by  reason  of his or her  death,
Disability  or for any other reason,  the Option may  thereafter be exercised to
the  extent  provided  in the Award  Agreement  evidencing  such  Option,  or as
otherwise determined by the Administrator.

                  (h) Annual Limit on  Incentive  Stock  Options.  To the extent
that the aggregate  Fair Market Value  (determined  as of the date the Incentive
Stock Option is granted) of Shares with respect to which Incentive Stock Options
granted  to a  Participant  under  this Plan and all other  option  plans of the
Company or of any Parent or Subsidiary become  exercisable for the first time by
the  Participant  during any calendar  year exceeds  $100,000 (as  determined in
accordance with Section 422(d) of the Code), the portion of such Incentive Stock
Options in excess of $100,000 shall be treated as Non-Qualified Stock Options.

         Section 7. Stock  Appreciation  Rights and Limited  Stock  Appreciation
Rights.

         Stock Appreciation  Rights and Limited Stock Appreciation Rights may be
granted either alone ("Free Standing Rights") or in conjunction with all or part
of any  Option  granted  under  the Plan  ("Related  Rights").  In the case of a
Non-



<PAGE>


Qualified  Stock Option,  Related  Rights may be granted  either at or after the
time of the grant of such  Option.  In the case of an  Incentive  Stock  Option,
Related  Rights  may be granted  only at the time of the grant of the  Incentive
Stock Option. The Administrator shall determine the Eligible Recipients to whom,
and the time or times at which,  grants of Stock Appreciation  Rights or Limited
Stock Appreciation Rights shall be made; the number of Shares to be awarded, the
Exercise  Price (or,  in the case of a Limited  Stock  Appreciation  Right,  the
"Change in  Control"  price),  and all other  conditions  of Stock  Appreciation
Rights  and  Limited  Stock   Appreciation   Rights.  The  provisions  of  Stock
Appreciation  Rights and Limited Stock Appreciation  Rights need not be the same
with respect to each Participant.

         Stock Appreciation Rights and Limited Stock Appreciation Rights granted
under the Plan shall be subject to the following  terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of
the Plan, as the Administrator shall deem desirable:

                  (a) Awards. The prospective  recipient of a Stock Appreciation
Right or Limited Stock Appreciation Right shall not have any rights with respect
to such Award,  unless and until such recipient has executed an Award  Agreement
evidencing the Award (a "Stock  Appreciation  Right Agreement" or "Limited Stock
Appreciation  Right  Agreement," as appropriate)  and delivered a fully executed
copy thereof to the Company, within a period of sixty days (or such other period
as the  Administrator  may specify) after the award date.  Participants  who are
granted Stock  Appreciation  Rights or Limited Stock  Appreciation  Rights shall
have no rights as  stockholders  of the  Company  with  respect  to the grant or
exercise of such rights.

                  (b) Exercisability.

                           (i) Stock Appreciation  Rights that are Free Standing
Rights ("Free Standing Stock Appreciation  Rights") shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Administrator at or after grant;  provided,  however,  that no Free Standing
Stock Appreciation Right shall be exercisable during the first six months of its
term,  except that this additional  limitation shall not apply in the event of a
Participant's  death or Disability  prior to the  expiration  of such  six-month
period.

                           (ii)  Stock  Appreciation  Rights  that  are  Related
Rights ("Related Stock  Appreciation  Rights") shall be exercisable only at such
time or times and to the extent that the  Options to which they relate  shall be
exercisable  in  accordance  with the  provisions  of  Section  6 above and this
Section 7 of the Plan;  provided,  however,  that a Related  Stock  Appreciation
Right granted in connection  with an Incentive Stock Option shall be exercisable
only if and when the  Fair  Market  Value of the  Common  Stock  subject  to the
Incentive  Stock  Option  exceeds the Exercise  Price of such Option;  provided,
further,  that no Related Stock  Appreciation  Right shall be exercisable during
the first six months of its term,  except that this additional  limitation shall
not  apply in the  event of a  Participant's  death or  Disability  prior to the
expiration of such six-month period.

                           (iii) Limited Stock Appreciation Rights shall only be
exercised  within the 30-day period  following a "Change in Control" (as defined
by  the  Administrator  in  the  Limited  Stock   Appreciation  Right  Agreement
evidencing  such right) and, with respect to Limited Stock  Appreciation  Rights
that are Related Rights ("Related Limited Stock Appreciation  Rights"),  only to
the extent  that the  Options  to which  they  relate  shall be  exercisable  in
accordance  with the  provisions  of  Section 6 above and this  Section 7 of the
Plan.

                  (c) Payment Upon Exercise.

                           (i)  Upon  the  exercise  of a  Free  Standing  Stock
Appreciation  Right, the Participant shall be entitled to receive up to, but not
more than,  an amount in cash or that  number of Shares (or any  combination  of
cash and Shares) equal in value to the excess of the Fair Market Value as of the
date of  exercise  over  the per  share  Exercise  Price  specified  in the Free
Standing Stock  Appreciation  Right (which  Exercise Price shall be no less than
100% of the  Fair  Market  Value  of the  Common  Stock  on the  date of  grant)
multiplied by the number of Shares in respect of which the Free  Standing  Stock
Appreciation Right is being exercised,  with the Administrator  having the right
to determine the form of payment.

                           (ii)  A  Related   Right  may  be   exercised   by  a
Participant by surrendering the applicable  portion of the related Option.  Upon
such exercise and surrender, the Participant shall be entitled to receive up to,
but  not  more  than,  an  amount  in  cash or that  number  of  Shares  (or any
combination  of cash and Shares) equal in value to the excess of the Fair Market
Value as of the date of exercise over the per share Exercise Price  specified in
the related  Option



<PAGE>


multiplied  by the  number of  Shares in  respect  of which  the  Related  Stock
Appreciation Right is being exercised,  with the Administrator  having the right
to determine  the form of payment.  Options which have been so  surrendered,  in
whole or in part,  shall no longer be  exercisable  to the  extent  the  Related
Rights have been so exercised.

                           (iii)   Upon  the   exercise   of  a  Limited   Stock
Appreciation  Right,  the Participant  shall be entitled to receive an amount in
cash equal in value to the excess of the  "Change in Control  Price" (as defined
in the Award Agreement  evidencing such Limited Stock  Appreciation  Right) of a
share of Common  Stock Share as of the date of  exercise  over (A) the per share
Exercise Price specified in the related Option,  or (B) in the case of a Limited
Stock Appreciation Right which is a Free Standing Stock Appreciation  Right, the
per share  Exercise  Price  specified in the Free  Standing  Stock  Appreciation
Right,  such excess to be multiplied by the number of Shares in respect of which
the Limited Stock Appreciation Right shall have been exercised.

                  (d) Non-Transferability.

                           (i) Free Standing Stock Appreciation  Rights shall be
transferable  only when and to the extent that an Option  would be  transferable
under Section 6(f) of the Plan.

                           (ii)  Related  Stock  Appreciation  Rights  shall  be
transferable  only when and to the extent that the  underlying  Option  would be
transferable under Section 6(f) of the Plan.

                           (iii)  Limited  Stock  Appreciation  Rights  shall be
transferable only when and to the extent that an Option would be transferable
under Section 6(f) of the Plan.

                  (e) Termination of Employment or Service

                           (i) In the event of the  termination of employment or
service of a Participant  who has been granted one or more Free  Standing  Stock
Appreciation  Rights, such rights shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the Administrator
at or after grant.

                           (ii) In the event of the termination of employment or
service  of a  Participant  who  has  been  granted  one or more  Related  Stock
Appreciation  Rights, such rights shall be exercisable at such time or times and
subject to such terms and conditions as set forth in the related Options.

                           (iii) In the event of the  termination  of employment
or service of a  Participant  who has been  granted  one or more  Limited  Stock
Appreciation  Rights, such rights shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the Administrator
at or after grant.

                  (f) Term.

                           (i) The term of each Free Standing Stock Appreciation
Right  shall  be  fixed  by  the  Administrator,  but  no  Free  Standing  Stock
Appreciation  Right shall be exercisable more than ten years after the date such
right is granted.

                           (ii)  The  term of each  Related  Stock  Appreciation
Right shall be the term of the Option to which it relates,  but no Related Stock
Appreciation  Right shall be exercisable more than ten years after the date such
right is granted.

                           (iii)  The term of each  Limited  Stock  Appreciation
Right shall be fixed by the  Administrator,  but no Limited  Stock  Appreciation
Right  shall be  exercisable  more than ten years  after the date such  right is
granted.

         Section 8. Restricted Stock, Deferred Stock and Performance Shares.

         Awards of Restricted Stock, Deferred Stock or Performance Shares may be
issued either alone or in addition to other Awards  granted under the Plan.  The
Administrator  shall determine the Eligible  Recipients to whom, and the time or
times at which, Awards of Restricted Stock, Deferred Stock or Performance Shares
shall be made; the number of Shares to be awarded;  the Exercise  Price, if any,
to be paid by the Participant for the acquisition of Restricted Stock,  Deferred
Stock or Performance  Shares; the Restricted Period (as defined in Section 8(b))
applicable  to Awards of Restricted  Stock



<PAGE>


or Deferred Stock; the performance  objectives  applicable to Awards of Deferred
Stock  or  Performance  Shares;  and  all  other  conditions  of the  Awards  of
Restricted  Stock,  Deferred  Stock  and  Performance  Shares.  Subject  to  the
requirements of Section 162(m) of the Code, as applicable, the Administrator may
also  condition the grant of the Award of Restricted  Stock,  Deferred  Stock or
Performance Shares upon the exercise of Options,  or upon such other criteria as
the Administrator may determine,  in its sole discretion.  The provisions of the
Awards of Restricted Stock, Deferred Stock or Performance Shares need not be the
same  with  respect  to  each  Participant.   In  the  sole  discretion  of  the
Administrator, loans may be made to Participants in connection with the purchase
of  Restricted  Stock  under  substantially  the same  terms and  conditions  as
provided in Section 6(e) of the Plan with respect to the exercise of Options.

                  (a) Awards and  Certificates.  The  prospective  recipient  of
Awards of Restricted Stock,  Deferred Stock or Performance Shares shall not have
any rights with respect to any such Award,  unless and until such  recipient has
executed an Award  Agreement  evidencing  the Award (a  "Restricted  Stock Award
Agreement,"  "Deferred  Stock Award  Agreement"  or  "Performance  Shares  Award
Agreement," as  appropriate)  and delivered a fully executed copy thereof to the
Company,   within  a  period  of  sixty  days  (or  such  other  period  as  the
Administrator  may specify) after the award date.  Except as otherwise  provided
below  in  Section  8(b),  (i)  each  Participant  who is  granted  an  Award of
Restricted  Stock or Performance  Shares shall be issued a stock  certificate in
respect of such shares of Restricted Stock or Performance  Shares; and (ii) such
certificate  shall be registered in the name of the Participant,  and shall bear
an  appropriate  legend  referring to the terms,  conditions,  and  restrictions
applicable to any such Award.

                  The Company may require that the stock certificates evidencing
Restricted Stock or Performance  Shares granted hereunder be held in the custody
of the Company until the restrictions  thereon shall have lapsed, and that, as a
condition  of  any  Award  of  Restricted  Stock  or  Performance   Shares,  the
Participant shall have delivered a stock power,  endorsed in blank,  relating to
the Shares covered by such Award.

                  With respect to Awards of Deferred Stock, at the expiration of
the Restricted Period,  stock certificates in respect of such Shares of Deferred
Stock shall be delivered to the Participant,  or his legal representative,  in a
number equal to the number of Shares covered by the Deferred Stock Award.

                  (b)  Restrictions  and  Conditions.  The Awards of  Restricted
Stock,  Deferred Stock and Performance Shares granted pursuant to this Section 8
shall be subject to the following restrictions and conditions:

                           (i)  Subject  to the  provisions  of the Plan and the
Restricted Stock Award Agreement,  Deferred Stock Award Agreement or Performance
Shares Award Agreement,  as appropriate,  governing any such Award,  during such
period as may be set by the  Administrator  commencing on the date of grant (the
"Restricted Period"),  the Participant shall not be permitted to sell, transfer,
pledge or assign  shares of  Restricted  Stock,  Deferred  Stock or  Performance
Shares awarded under the Plan; provided, however, that the Administrator may, in
its sole discretion,  provide for the lapse of such restrictions in installments
and may accelerate or waive such  restrictions in whole or in part based on such
factors and such  circumstances as the Administrator may determine,  in its sole
discretion, including, but not limited to, the attainment of certain performance
related  goals,  the  Participant's  termination  of  employment or service as a
director,  consultant or advisor to the Company or any Parent or Subsidiary, the
Participant's  death or Disability or the occurrence of a "change in control" as
defined in the Restricted Stock Award Agreement,  Deferred Stock Award Agreement
or Performance Shares Award Agreement, as appropriate, evidencing such Award.

                           (ii)  Except as  provided  in  Section  8(c)(i),  the
Participant shall generally have the rights of a stockholder of the Company with
respect to Restricted Stock or Performance  Shares during the Restricted Period.
The  Participant  shall  generally  not have the  rights of a  stockholder  with
respect to Shares  subject to Awards of  Deferred  Stock  during the  Restricted
Period; provided,  however, that dividends declared during the Restricted Period
with respect to the number of Shares  covered by Awards of Deferred  Stock shall
be paid to the  Participant.  Certificates  for  unrestricted  Shares  shall  be
delivered to the  Participant  promptly  after,  and only after,  the Restricted
Period shall expire  without  forfeiture in respect of such Awards of Restricted
Stock, Deferred Stock or Performance Shares except as the Administrator,  in its
sole discretion, shall otherwise determine.

                           (iii) The rights of  Participants  granted  Awards of
Restricted  Stock,  Deferred  Stock or  Performance  Shares upon  termination of
employment or service as a director,  consultant or advisor to the Company or to
any Parent or Subsidiary  terminates for any reason during the Restricted Period
shall be set forth in the Restricted Stock



<PAGE>


Award  Agreement,  Deferred Stock Award  Agreement or  Performance  Shares Award
Agreement, as appropriate, governing such Awards.

         Section 9. Amendment and Termination.

         The Board may amend,  alter or discontinue  the Plan, but no amendment,
alteration,  or discontinuation  shall be made that would impair the rights of a
Participant  under any Award  theretofore  granted  without  such  Participant's
consent, or that, without the approval of the stockholders (as described below),
would:

                  (a) except as provided in Section 3 of the Plan,  increase the
total number of Shares reserved for issuance under the Plan;

                  (b)  change  the  class  of  officers,  directors,  employees,
consultants and advisors eligible to participate in the Plan; or

                  (c) extend the maximum Option period under Section 6(b) of the
Plan.

         Notwithstanding the foregoing,  stockholder approval under this Section
9  shall  only  be  required  at such  time  and  under  such  circumstances  as
stockholder approval would be required under Section 162(m) of the Code or other
applicable law, rule or regulation with respect to any material  amendment to an
employee benefit plan of the Company.

         The Administrator may amend the terms of any Award theretofore granted,
prospectively  or  retroactively,  but,  subject to  Section 3 of Plan,  no such
amendment shall impair the rights of any Participant without his or her consent.

         Section 10.  Unfunded Status of Plan.

         The Plan is intended to  constitute  an  "unfunded"  plan for incentive
compensation.  With respect to any payments not yet made to a Participant by the
Company,  nothing  contained  herein shall give any such  Participant any rights
that are greater than those of a general creditor of the Company.

         Section 11.  General Provisions.

         (a) Shares  shall not be issued  pursuant to the  exercise of any Award
granted  hereunder  unless  the  exercise  of such  Award and the  issuance  and
delivery  of such  Shares  pursuant  thereto  shall  comply  with  all  relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended,  the Exchange Act and the requirements of any stock exchange upon which
the  Common  Stock may then be  listed,  and  shall be  further  subject  to the
approval of counsel for the Company with respect to such compliance.

         (b) The  Administrator  may  require  each person  acquiring  Shares to
represent to and agree with the Company in writing that such person is acquiring
the Shares without a view to distribution  thereof.  The  certificates  for such
Shares may include  any legend  which the  Administrator  deems  appropriate  to
reflect any restrictions on transfer.

         All  certificates  for Shares delivered under the Plan shall be subject
to such  stock-transfer  orders and other  restrictions as the Administrator 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,  and any applicable  Federal or state  securities law, and
the  Administrator  may  cause a legend  or  legends  to be  placed  on any such
certificates to make appropriate reference to such restrictions.

         (c) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements,  subject to stockholder approval,
if such  approval is required;  and such  arrangements  may be either  generally
applicable or applicable only in specific cases.  The adoption of the Plan shall
not confer upon any  Eligible  Recipient  any right to continued  employment  or
service  with the Company or any Parent or  Subsidiary,  as the case may be, nor
shall it  interfere  in any way with the right of the  Company  or any Parent or
Subsidiary  to  terminate  the  employment  or  service  of any of its  Eligible
Recipients at any time.

         (d) Each  Participant  shall,  no later  than the date as of which  the
value  of an  Award  first  becomes  includable  in  the  gross  income  of  the
Participant  for  Federal  income  tax  purposes,  pay to the  Company,  or make
arrangements



<PAGE>


satisfactory to the Administrator  regarding payment of, any Federal,  state, or
local  taxes of any kind  required by law to be  withheld  with  respect to such
Award. The obligations of the Company under the Plan shall be conditional on the
making of such payments or  arrangements,  and the Company shall,  to the extent
permitted  by law,  have the right to deduct any such taxes from any  payment of
any kind otherwise due to the Participant.

         (e) No member of the Board or the  Administrator,  nor any  officer  or
employee  of the  Company  acting on  behalf of the Board or the  Administrator,
shall be  personally  liable for any action,  determination,  or  interpretation
taken or made in good faith with  respect  to the Plan,  and all  members of the
Board or the  Administrator  and each and any officer or employee of the Company
acting  on  their  behalf  shall,  to the  extent  permitted  by law,  be  fully
indemnified  and  protected  by the  Company  in  respect  of any  such  action,
determination or interpretation.

         Section 12.  Stockholder  Approval;  Effective Date of Plan;  Effective
Date of Amendments.

         (a)  The  grant  of  any  Award  hereunder  shall  be  contingent  upon
stockholder approval of the Plan being obtained within 12 months before or after
the date the Board adopts the Plan.

         (b)  Subject to the  approval  of the Plan by the  stockholders  of the
Company  within  twelve (12) months before or after the date the Plan is adopted
by the Board, the Plan shall be effective as of July 5, 2000.

         Section 13 Term of Plan.

         No Option,  Stock Appreciation Right, Limited Stock Appreciation Right,
or Awards of Restricted  Stock,  Deferred Stock or  Performance  Shares shall be
granted  pursuant to the Plan on or after July 5, 2010,  but Awards  theretofore
granted may extend beyond that date.