EXHIBIT
                4.2


                
                ICONCLUDE CO.

                

                2005 STOCK PLAN


                
                1.      Purposes of the Plan. The purposes of this
                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, except that any change in the beneficial ownership of the
                securities of the Company as a result of a private financing of the Company that is
                approved by the Board, shall not be deemed to be a Change in Control; 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 corporation, 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. Any reference to a section of the Code herein
                will be a reference to any successor or amended section of the Code.


                
                (f)      “Committee” means a committee
                of Directors or of other individuals satisfying Applicable Laws appointed by the
                Board in accordance with Section 4 hereof.


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


                
                (h)      “Company” means iConclude Co.,
                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. 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)     “Exchange Program” means a program
                under which (a) outstanding Options are surrendered or cancelled in exchange for
                Options of the same type (which may have lower exercise prices and different
                terms), Options of a different type, and/or cash, and/or (b) the exercise price of
                an outstanding Option is reduced. The terms and conditions of any Exchange Program
                will be determined by the Administrator in its sole discretion.


                
                (o)      “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.


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


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


                
                -2-

                
                


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


                
                (s)      “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.


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


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


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


                
                (w)      “Plan” means this 2005 Stock
                Plan.


                
                (x)       “Restricted Stock” means
                Shares issued pursuant to a Stock Purchase Right or Shares of restricted stock
                issued pursuant to an Option.


                
                (y)      “Restricted Stock Purchase
                Agreement” means a written or electronic agreement between the Company
                and the Optionee evidencing the terms and restrictions applying to Shares purchased
                under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to
                the terms and conditions of the Plan and the notice of grant.


                
                (z)       “Securities Act” means
                the Securities Act of 1933, as amended.


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


                
                (bb)    “Share” means a share of the Common
                Stock, as adjusted in accordance with Section 13 below.


                
                (cc)    “Stock Purchase Right” means a right to
                purchase Common Stock pursuant to Section 11 below.


                
                (dd)    “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 Options or Stock Purchase Rights and sold under the Plan is
                3,403,166 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, or is
                surrendered pursuant to an Exchange Program, the unpurchased Shares that 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 unvested Shares of Restricted


                
                -3-

                
                


                
                Stock are repurchased by the Company at their original purchase price, such Shares
                shall become available for future grant under the Plan.


                
                4.      Administration of the Plan.


                
                (a)      Administrator. 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 institute an Exchange Program;


                
                (vii)    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;


                
                (viii)   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


                
                (ix)     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 stockholder
                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 earlier of the most recent Board or stockholder 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.


                
                         
                (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.


                
                -5-

                
                


                
                (ii)      In the case of a Nonstatutory Stock Option


                
                         
                (A)      granted to a Service Provider 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.


                
                         
                (B)      granted to any other Service Provider, the per
                Share exercise price shall be no less than 85% of the Fair Market Value per Share
                on the date of grant.


                
                (iii)    Notwithstanding the foregoing, Options may be granted
                with a per Share exercise price other than as required above in accordance with and
                pursuant to a transaction described in Section 424 of the Code.


                
                (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 limitation, (1) cash, (2) check, (3)
                promissory note, (4) other Shares, provided Shares acquired directly from the
                Company (x) have been owned by the Optionee, and not subject to a substantial risk
                of forfeiture, 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.


                
                10.      Exercise of Option.


                
                (a)      Procedure for Exercise; Rights as a
                Stockholder. 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. An Option may not be exercised
                for a fraction of a Share. Except in the case of Options granted to officers,
                Directors and Consultants, Options shall become exercisable at a rate of no less
                than 20% per year over five (5) years from the date the Options are granted.


                
                          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 stockholder 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


                
                -6-

                
                


                
                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.


                
                          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 thirty (30) days of termination, or such longer
                period of time as 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). Unless the
                Administrator provides otherwise, 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 Disability, the
                Optionee may exercise his or her Option within six (6) months of termination, or
                such longer period of time as 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). Unless
                the Administrator provides otherwise, 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 six (6) months
                following Optionee’s death, or such longer period of time as specified in the
                Option Agreement, to the extent that the Option is vested on the date of death (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. 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.


                
                (e)      Leaves of Absence.


                
                (i)      Unless the Administrator provides otherwise,
                vesting of Options granted hereunder to officers and Directors shall be suspended
                during any unpaid leave of absence.


                
                (ii)      A Service Provider shall not cease to be an
                Employee in the case of (A) any leave of absence approved by the Company or (B)
                transfers between locations of the Company or between the Company, its Parent, any
                Subsidiary, or any successor.


                
                -7-

                
                


                
                (iii)     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 91st 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.


                
                11.      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 terms of the offer shall comply in all respects with
                Section 260.140.42 of Title 10 of the California Code of Regulations. 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 within 90 days of the voluntary
                or involuntary termination of the purchaser’s service with the Company for
                any reason (including death or disability). Unless the Administrator provides
                otherwise, 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.
                Except with respect to Shares purchased by officers, Directors and Consultants, the
                repurchase option shall in no case lapse at a rate of less than 20% per year over
                five (5) years from the date of purchase.


                
                (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 Stockholder. Once the Stock
                Purchase Right is exercised, the purchaser shall have rights equivalent to those of
                a stockholder and shall be a stockholder 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.


                
                12.      Limited Transferability of Options and Stock
                Purchase Rights. 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 Option or Stock Purchase Right may only be
                transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) to
                family members (within the meaning of Rule 701 of the


                
                -8-

                
                


                
                Securities Act) through gifts or domestic relations orders, as permitted by Rule
                701 of the Securities Act.


                
                13.      Adjustments; Dissolution or Liquidation;
                Merger or Change in Control.


                
                (a)      Adjustments. In the event that any
                dividend or other distribution (whether in the form of cash, Shares, other
                securities, or other property), recapitalization, stock split, reverse stock split,
                reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
                or exchange of Shares or other securities of the Company, or other change in the
                corporate structure of the Company affecting the Shares occurs, the Administrator,
                in order to prevent diminution or enlargement of the benefits or potential benefits
                intended to be made available under the Plan, may (in its sole discretion) adjust
                the number and class of Shares that may be delivered under the Plan and/or the
                number, class, and price of Shares covered by each outstanding Option or Stock
                Purchase Right; provided, however, that the Administrator shall make such
                adjustments to the extent required by Section 25102(o) of the California
                Corporations Code.


                
                (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. 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 substituted by the successor corporation or a Parent or
                Subsidiary of the successor corporation. In the event that 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 the 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 time as determined by the Administrator, and the Option or Stock
                Purchase Right shall terminate upon 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 right confers the right to
                purchase or receive, for each Share subject to the Option or Stock Purchase Right
                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 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 and Stock Purchase
                Rights. 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)      Stockholder Approval. The Board shall
                obtain stockholder 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 or Stock Purchase Right unless the
                exercise of such Option or Stock Purchase Right 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 or Stock Purchase Right, the Administrator may require
                the person exercising such Option or Stock Purchase Right 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.      Stockholder Approval. The Plan shall be
                subject to approval by the stockholders of the Company within twelve (12) months
                after the date the Plan is adopted. Such stockholder approval shall be obtained in
                the degree and manner required under Applicable Laws.


                
                -10-

                
                


                
                20.      Information to Optionees. The Company
                shall provide to each Optionee and to each individual who acquires Shares pursuant
                to the Plan, not less frequently than annually during the period such Optionee has
                one or more Options or Stock Purchase Rights outstanding, and, in the case of an
                individual who acquires Shares pursuant to the Plan, during the period such
                individual owns such Shares, copies of annual financial statements. The Company
                shall not be required to provide such statements to key employees whose duties in
                connection with the Company assure their access to equivalent information.


                
                 


                
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