8X8 INC /DE/
EXHIBIT
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>6
<FILENAME>exh10-23.htm
<DESCRIPTION>EXHIBIT
<TEXT>
<HTML>
<HEAD>
<TITLE>25102(o) Exempt Plan</TITLE>
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<p align="right">
                                                           Exhibit 10.23

<B><P ALIGN="CENTER">CENTILE, INC.</P>
<P ALIGN="CENTER">2001 STOCK OPTION PLAN</P>
<P ALIGN="CENTER">&nbsp;</P>
<OL>

<OL>

</B><FONT FACE="Times New Roman" SIZE=2><U>
<P ALIGN="JUSTIFY"><LI>Purposes&nbsp;of&nbsp;the&nbsp;Plan</U>.  The purposes of
this Stock Option 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. </LI></P>
<U><P ALIGN="JUSTIFY"><LI>Definitions</U>.  As used herein, the following
definitions shall apply:</LI></P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>"<U>Administrator</U>" means the Board or any of its
Committees as shall be administering the Plan in accordance with Section&nbsp;4
hereof. </LI></P>
<P ALIGN="JUSTIFY"><LI>"<U>Applicable Laws</U>" 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 are granted
under the Plan.</LI></P>
<P ALIGN="JUSTIFY"><LI>"<U>Board</U>" means the Board of Directors of the
Company.</LI></P>
<LI>"<U>Change in Control</U>" means the occurrence of any of the following
events:</LI>
<OL TYPE="i">

<LI>Any &quot;person&quot; (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) becomes the &quot;beneficial owner&quot; (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities; or</LI>
<LI>The consummation of the sale or disposition by the Company of all or
substantially all of the Company's assets; or</LI>
<LI>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.</LI></OL>

<P ALIGN="JUSTIFY"><LI>&quot;<U>Code</U>&quot; means the Internal Revenue Code
of 1986, as amended.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Committee</U>&quot; means a committee of
Directors appointed by the Board in accordance with Section&nbsp;4
hereof.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Common Stock</U>&quot; means the Common Stock of
the Company.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Company</U>&quot; means Centile,
Inc., a<B> </B>Delaware corporation.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Consultant</U>&quot; means any natural person
who is engaged by the Company or any Parent or Subsidiary to render consulting
or advisory services to such entity and who satisfies the requirements of
subsection (c)(1) of Rule 701 under the Securities Act of 1933, as amended.
</LI></P>
<P ALIGN="JUSTIFY"><LI> &quot;<U>Director</U>&quot; means a member of the
Board.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Disability</U>&quot; means total and permanent
disability as defined in Section&nbsp;22(e)(3) of the Code.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Employee</U>&quot; means any person, including
officers and Directors, employed by the Company or any Parent or Subsidiary of
the Company.  A Service Provider shall not cease to be an Employee in the case
of (i)&nbsp;any leave of absence approved by the Company or (ii)&nbsp;transfers
between locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor.  For purposes of Incentive Stock Options, no such
leave may exceed ninety (90) days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract.  If reemployment upon expiration of
a leave of absence approved by the Company is not so guaranteed, then three (3)
months following the 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.  Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute &quot;employment&quot; by the Company.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Exchange Act</U>&quot; means the Securities
Exchange Act of 1934, as amended. </LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Fair Market Value</U>&quot; means, as of any
date, the value of Common Stock determined as follows:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>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 <I>The Wall Street Journal</I> or such
other source as the Administrator deems reliable;</LI></P>
<P ALIGN="JUSTIFY"><LI>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</LI></P>
<P ALIGN="JUSTIFY"><LI>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. </LI></P></OL>

<P ALIGN="JUSTIFY"><LI>&quot;<U>Incentive Stock Option</U>&quot; means an Option
intended to qualify as an incentive stock option within the meaning of
Section&nbsp;422 of the Code. </LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Nonstatutory Stock Option</U>&quot; means an
Option not intended to qualify as an Incentive Stock Option.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Option</U>&quot; means a stock option granted
pursuant to the Plan.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Option Agreement</U>&quot; 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.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Optioned&nbsp;Stock</U>&quot; means the Common
Stock subject to an Option.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Optionee</U>&quot; means the holder of an
outstanding Option granted under the Plan.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Parent</U>&quot; means a &quot;parent
corporation,&quot; whether now or hereafter existing, as defined in
Section&nbsp;424(e) of the Code. </LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Plan</U>&quot; means this 2001 Stock Option
Plan.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Service Provider</U>&quot; means an Employee,
Director or Consultant.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Share</U>&quot; means a share of the Common
Stock, as adjusted in accordance with Section&nbsp;12 below.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Subsidiary</U>&quot; means a &quot;subsidiary
corporation,&quot; whether now or hereafter existing, as defined in
Section&nbsp;424(f) of the Code. </LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Stock&nbsp;Subject&nbsp;to&nbsp;the&nbsp;Plan</U>.
Subject to the provisions of Section&nbsp;12 of the Plan, the maximum aggregate
number of Shares that may be subject to option and sold under the Plan is
4,500,000 Shares.  The Shares may be authorized but unissued, or reacquired
Common Stock.</LI></P>
<P ALIGN="JUSTIFY">&#9;If an Option expires or becomes unexercisable without
having been exercised in full, the unpurchased Shares which were subject thereto
shall become available for future grant or sale under the Plan (unless the Plan
has terminated).  However, Shares that have actually been issued under the Plan,
upon exercise of an Option, shall not be returned to the Plan and shall not
become available for future distribution under the Plan, except that if Shares
of restricted stock issued pursuant to an Option are repurchased by the Company
at their original purchase price, such Shares shall become available for future
grant under the Plan.</P>
<U><P
ALIGN="JUSTIFY"><LI>Administration&nbsp;of&nbsp;the&nbsp;Plan</U>.</LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Administrator</U>.  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.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Powers&nbsp;of&nbsp;the&nbsp;Administrator</U>.
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:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>to determine the Fair Market Value;</LI></P>
<P ALIGN="JUSTIFY"><LI>to select the Service Providers to whom Options may from
time to time be granted hereunder;</LI></P>
<P ALIGN="JUSTIFY"><LI>to determine the number of Shares to be covered by each
such Option granted hereunder;</LI></P>
<P ALIGN="JUSTIFY"><LI>to approve forms of agreement for use under the
Plan;</LI></P>
<P ALIGN="JUSTIFY"><LI>to determine the terms and conditions of any Option
granted hereunder.  Such terms and conditions include, but are not limited to,
the exercise price, the time or times when Options 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 the Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;</LI></P>
<P ALIGN="JUSTIFY"><LI>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;</LI></P>
<P ALIGN="JUSTIFY"><LI>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 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</LI></P>
<P ALIGN="JUSTIFY"><LI>to construe and interpret the terms of the Plan and
Options granted pursuant to the Plan.</LI></P></OL>

<U><LI>Effect&nbsp;of&nbsp;Administrator's&nbsp;Decision</U>.  All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees.</LI></OL>

<U><LI>Eligibility</U>.  Nonstatutory Stock Options may be granted to Service
Providers.  Incentive Stock Options may be granted only to Employees.</LI>
<U><LI>Limitations</U>.</LI>
<OL TYPE="a">

<U><LI>Incentive Stock Option Limit</U>.  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&nbsp;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.</LI>
<U><P ALIGN="JUSTIFY"><LI>At-Will Employment</U>.  Neither the Plan nor any
Option 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.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Term&nbsp;of&nbsp;Plan</U>.  Subject to shareholder
approval in accordance with Section 18, the Plan shall become effective upon its
adoption by the Board.  Unless sooner terminated under Section 14, it shall
continue in effect for a term of ten&nbsp;(10) years from the later of (i) the
effective date of the Plan, or (ii) the date of the most recent Board approval
of an increase in the number of shares reserved for issuance under the
Plan.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Term of Option</U>.  The term of each Option shall be
stated in the Option Agreement; provided, however, that the term shall be no
more than ten&nbsp;(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&nbsp;(5) years from the date of grant or such shorter
term as may be provided in the Option Agreement.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Option Exercise Price and Consideration</U>.</LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Exercise Price</U>.  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:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>In the case of an Incentive Stock Option</LI></P>
<OL TYPE="A">

<P ALIGN="JUSTIFY"><LI>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.</LI></P>
<P ALIGN="JUSTIFY"><LI>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.</LI></P></OL>

<P ALIGN="JUSTIFY"><LI>In the case of a Nonstatutory Stock Option</LI></P>
<OL TYPE="A">

<P ALIGN="JUSTIFY"><LI>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.</LI></P>
<P ALIGN="JUSTIFY"><LI>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.</LI></P></OL>

<P ALIGN="JUSTIFY"><LI>Notwithstanding the foregoing, Options may be granted
with a per Share exercise price other than as required above pursuant to a
merger or other corporate transaction.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Forms of Consideration</U>.  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)&nbsp;cash,
(2)&nbsp;check, (3) promissory note, (4)&nbsp;other Shares, provided Shares
acquired directly from the Company (x) have been owned by the Optionee for more
than six (6) months on the date of surrender, and (y)&nbsp;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)&nbsp;consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan, or (6)&nbsp;any combination of the
foregoing methods of payment. In making its determination as to the type of
consideration to accept, the Administrator shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company.
Notwithstanding the foregoing, the Administrator may permit an Optionee to
exercise his or her Option by delivery of a full-recourse promissory note
secured by the purchased Shares.  The terms of such promissory note shall be
determined by the Administrator in its sole discretion.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Exercise&nbsp;of&nbsp;Option</U>.</LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Procedure&nbsp;for&nbsp;Exercise; Rights as a
Shareholder</U>.  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.  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&nbsp;(5) years from
the date the Options are granted.  Unless the Administrator provides otherwise,
vesting of Options granted hereunder to officers and Directors shall be
suspended during any unpaid leave of absence.  An Option may not be exercised
for a fraction of a Share.</LI></P>
<P ALIGN="JUSTIFY">An Option shall be deemed exercised when the Company receives
(i)&nbsp;written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii)&nbsp;full
payment for the Shares with respect to which the Option is exercised.  Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan.  Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Shares, notwithstanding the exercise of the Option.  The
Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised.  No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section&nbsp;12 of the Plan.</P>
<P ALIGN="JUSTIFY">&#9;&#9;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.</P>
<U><P ALIGN="JUSTIFY"><LI>Termination&nbsp;of Relationship as a Service
Provider</U>.  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).  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.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Disability of Optionee</U>.  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).  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.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Death&nbsp;of&nbsp;Optionee</U>.  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.</LI></P></OL>

<U><LI>Limited Transferability&nbsp;of&nbsp;Options</U>.  Unless determined
otherwise by the Administrator, Options 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 transferable, such Option may only be transferred by
(i) will, (ii) the laws of descent and distribution, (iii) instrument to an
inter vivos or testamentary trust in which the Option is to be passed to
beneficiaries upon the death of the Optionee, or (iv) gift to a member of
Optionee's immediate family (as such term is defined in Rule 16a-1(e) of the
Exchange Act).  In addition, any transferable Option shall contain additional
terms and conditions as the Administrator deems appropriate.</LI>
<U><P
ALIGN="JUSTIFY"><LI>Adjustments&nbsp;Upon&nbsp;Changes&nbsp;in&nbsp;Capitalizati
on, Merger or Change in Control</U>.</LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Changes in Capitalization</U>.  Subject to any
required action by the shareholders of the Company, the number and type of
Shares which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, and the number and type of Shares
covered by each outstanding Option, as well as the price per Share covered by
each such outstanding Option, shall be proportionately adjusted for any increase
or decrease in the number or type of issued Shares resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, or any other increase or decrease in the number of issued shares
of Common Stock effected without receipt of consideration by the Company.  The
conversion of any convertible securities of the Company shall not be deemed to
have been &quot;effected without receipt of consideration.&quot;  Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive.  Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number, type or price of
Shares subject to an Option.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Dissolution or Liquidation</U>.  In the event of the
proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of such
proposed transaction.  The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option until fifteen&nbsp;(15)
days prior to such transaction as to all of the Optioned Stock covered thereby,
including Shares as to which the Option would not otherwise be exercisable.  In
addition, the Administrator may provide that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option shall lapse as to
all such Shares, provided the proposed dissolution or liquidation takes place at
the time and in the manner contemplated.  To the extent it has not been
previously exercised, an Option will terminate immediately prior to the
consummation of such proposed action.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Change in Control</U>.  In the event of a Change in
Control, each outstanding option shall automatically accelerate so that each
such option shall, immediately prior to the effective date of the Change in
Control, become fully exercisable with respect to the total number of shares of
Common Stock at the time subject to such option and may be exercised for any or
all of those shares as fully-vested shares of Common Stock.  However, an
outstanding option shall not so accelerate if and to the extent the acceleration
of such option is subject to other limitations imposed by the Administrator at
the time of the option grant. </LI></P></OL>

<P ALIGN="JUSTIFY">Immediately following the consummation of the Change in
Control, all outstanding options shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent
thereof).</P>
<P ALIGN="JUSTIFY">The portion of any Incentive Stock Option accelerated in
connection with a Change in Control shall remain exercisable as an Incentive
Stock Option only to the extent the applicable One Hundred Thousand Dollar
($100,000) limitation is not exceeded.  To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a
Nonstatutory Stock Option under Federal tax laws.</P>
<P ALIGN="JUSTIFY">The outstanding options shall in no way affect the right of
the Company to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.</P>
<U><P ALIGN="JUSTIFY"><LI>Time&nbsp;of&nbsp;Granting&nbsp;Options</U>.  The date
of grant of an Option shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option, 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 is so granted within a
reasonable time after the date of such grant.</LI></P>
<U><P
ALIGN="JUSTIFY"><LI>Amendment&nbsp;and&nbsp;Termination&nbsp;of&nbsp;the&nbsp;Pl
an</U>.</LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Amendment and Termination</U>.  The Board may at any
time amend, alter, suspend or terminate the Plan.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Shareholder Approval</U>.  The Board shall obtain
shareholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws. </LI></P>
<U><P
ALIGN="JUSTIFY"><LI>Effect&nbsp;of&nbsp;Amendment&nbsp;or&nbsp;Termination</U>.
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.</LI></P></OL>

<U><P
ALIGN="JUSTIFY"><LI>Conditions&nbsp;Upon&nbsp;Issuance&nbsp;of&nbsp;Shares</U>.<
/LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Legal Compliance</U>.  Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares shall comply with Applicable Laws and shall
be further subject to the approval of counsel for the Company with respect to
such compliance.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Investment Representations</U>.  As a condition to the
exercise of an Option, the Administrator may require the person exercising such
Option to represent and warrant at the time of any such exercise that the Shares
are being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Inability to Obtain Authority</U>.  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.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Reservation&nbsp;of&nbsp;Shares</U>.  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.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Shareholder Approval</U>.  The Plan shall be subject
to approval by the shareholders of the Company within twelve&nbsp;(12) months
after the date the Plan is adopted.  Such shareholder approval shall be obtained
in the degree and manner required under Applicable Laws.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Information to Optionees</U>.  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 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.</LI></P></OL>
</OL>

<B><P ALIGN="CENTER">CENTILE, INC</P>
<P ALIGN="CENTER">2001 STOCK OPTION PLAN</P>
<P ALIGN="CENTER">STOCK OPTION AGREEMENT</P>
</B><P ALIGN="JUSTIFY">Unless otherwise defined herein, the terms defined in the
2001 Stock Option Plan (the &quot;Plan&quot;) shall have the same defined
meanings in this Stock Option Agreement.</P>
<B><P>I.</B>&#9;<B><U>NOTICE OF STOCK OPTION GRANT</P>
</B></U><P ALIGN="JUSTIFY">The undersigned Optionee has been granted an Option
to purchase Common Stock of Centile, Inc. (the
&quot;Company&quot;), subject to the terms and conditions of the Plan and this
Option Agreement, as follows:</P>
<P ALIGN="JUSTIFY"></P></FONT>
<P ALIGN="LEFT"><TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=558>
<TR><TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P>Name</FONT></TD>
<TD WIDTH="53%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P>Date of Grant</FONT></TD>
<TD WIDTH="53%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P>Vesting Commencement Date</FONT></TD>
<TD WIDTH="53%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P>Exercise Price per Share</FONT></TD>
<TD WIDTH="53%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P>Total Number of Shares Granted</FONT></TD>
<TD WIDTH="53%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P>Total Exercise Price</FONT></TD>
<TD WIDTH="53%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P>Type of Option</FONT></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=24><P></P></TD>
<TD WIDTH="42%" VALIGN="BOTTOM" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P>Incentive Stock Option</FONT></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=24><P></P></TD>
<TD WIDTH="11%" VALIGN="BOTTOM" HEIGHT=24><P></P></TD>
<TD WIDTH="42%" VALIGN="BOTTOM" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P>Nonstatutory Stock Option</FONT></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="BOTTOM" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P>Term/Expiration Date</FONT></TD>
<TD WIDTH="53%" VALIGN="BOTTOM" COLSPAN=2 HEIGHT=24><P></P></TD>
</TR>
</TABLE>
</P>

<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
<U><P ALIGN="JUSTIFY">Vesting Schedule and Limitations</U>:</P>
<P ALIGN="JUSTIFY"> The Option shall become exercisable with respect to, (i)
twenty-five percent (25%) of the Option Shares upon Optionee's completion of one
(1) year of Service measured from the Vesting Commencement Date and (ii) the
balance of the Option Shares in a series of thirty-six (36) successive equal
monthly installments, subject to Optionee continuing to be an Employee, over the
thirty-six (36) month period measured from the first anniversary of the Vesting
Commencement Date.</P>
<P ALIGN="JUSTIFY">Following an assumption or substitution of the Option Shares
in connection with a merger or Change in Control, if Optionee's status as an
Employee of the Corporation or the successor corporation is terminated by the
Corporation or successor corporation as a result of an &quot;Involuntary
Termination&quot; (as defined below) within two (2) years following their merger
or Change in Control, Optionee shall fully vest in and have the right to
exercise the option as to all of the Option Shares, including shares which would
not otherwise be vested or exercisable.  </P>

<P>&#9;      For this purpose, &quot;Involuntary Termination&quot; means (i)
without Optionee's express written consent, a significant reduction of
Optionee's duties, position or responsibilities, or the removal of such Optionee
from such position and responsibilities, unless the Optionee is provided with a
comparable position (i.e., a position of equal or greater organizational level,
duties, authority, compensation and status) relative to Optionee's duties,
position or responsibilities in effect immediately prior to such reduction; (ii)
without Optionee's express written consent, a material reduction by the
Corporation or successor corporation of Optionee's base salary as in effect
immediately prior to such reduction; (iii) without Optionee's express written
consent, a material reduction by the Corporation or successor corporation in the
kind or level of employee benefits to which Optionee is entitled immediately
prior to such reduction with the result that Optionee's overall benefits package
is significantly<B> </B>reduced; (iv) without Optionee's express written
consent, the relocation of Optionee to a facility or a location more than fifty
(50) miles from his/her current location, or (v) any purported termination of
Optionee other than for &quot;Cause&quot; (as defined below).</P>
<P>For this purpose, &quot;Cause&quot; means (i) any act of personal dishonesty
taken by Optionee in connection with his or her responsibilities as an Employee
of the Corporation or successor corporation which is intended to result in
personal enrichment of Optionee, (ii) Optionee's conviction of a felony, (iii)
any act by Optionee that constitutes material misconduct and is injurious to the
Corporation or successor corporation, or (iv) continued violations by Optionee
of Optionee's obligations to the Corporation or successor corporation.</P>
<U><P ALIGN="JUSTIFY">Termination Period</U>:</P>
<P ALIGN="JUSTIFY">This Option shall be exercisable for thirty (30) days after
Optionee ceases to be  an Employee.  Upon Optionee's death or Disability, this
Option may be exercised for one (1) year<B> </B>after Optionee ceases to be an
Employee.  In no event may Optionee exercise this Option after the
Term/Expiration Date as provided above.</P>
<B><P>II.&#9;<U>AGREEMENT</P>
</B></U><P>1.&#9;<U>Grant of Option</U>.  The Plan Administrator of the Company
hereby grants to the Optionee named in the Notice of Grant (the
&quot;Optionee&quot;), an option (the &quot;Option&quot;) to purchase the number
of Shares set forth in the Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant (the &quot;Exercise Price&quot;), and subject to
the terms and conditions of the Plan, which is incorporated herein by reference.
Subject to Section&nbsp;14(c) of the Plan, in the event of a conflict between
the terms and conditions of the Plan and this Option Agreement, the terms and
conditions of the Plan shall prevail.</P>
<P>If designated in the Notice of Grant as an Incentive Stock Option
(&quot;ISO&quot;), this Option is intended to qualify as an Incentive Stock
Option as defined in Section&nbsp;422 of the Code.  Nevertheless, to the extent
that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be
treated as a Nonstatutory Stock Option (&quot;NSO&quot;).</P>
<OL START=2>

<OL>

<U><LI>Exercise of Option</U>.</LI></OL>
</OL>

<OL TYPE="a">
<OL TYPE="a">

<OL TYPE="a">

<U><LI>Right to Exercise</U>.  This Option shall be exercisable during its term
in accordance with the Vesting Schedule set out in the Notice of Grant and with
the applicable provisions of the Plan and this Option Agreement.</LI>
<U><LI>Method of Exercise</U>.  This Option shall be exercisable by delivery of
an exercise notice in the form attached as <U>Exhibit&nbsp;A</U> (the
&quot;Exercise Notice&quot;) which shall state the election to exercise the
Option, the number of Shares with respect to which the Option is being
exercised, and such other representations and agreements as may be required by
the Company pursuant to the provisions of the Plan. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares.  This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by the aggregate Exercise
Price.</LI></OL>
</OL>
</OL>

<P ALIGN="JUSTIFY">No Shares shall be issued pursuant to the exercise of an
Option unless such issuance and such exercise comply with Applicable Laws.
Assuming such compliance, for income tax purposes the Shares shall be considered
transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.</P>
<OL START=2>

<OL>

<U><P ALIGN="JUSTIFY"><LI>Optionee's Representations</U>.  In the event the
Shares have not been registered under the Securities Act of 1933, as amended
(the &quot;Securities Act&quot;), at the time this Option is exercised, the
Optionee shall, if required by the Company, concurrently with the exercise of
all or any portion of this Option, deliver to the Company his or her Investment
Representation Statement in the form attached hereto as
<U>Exhibit&nbsp;B</U>.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Lock-Up Period</U>.  Optionee hereby agrees that
Optionee shall not offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any Common Stock (or other securities) of the Company or
enter into any swap, hedging or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any Common
Stock (or other securities) of the Company held by Optionee (other than those
included in the registration) for a period specified by the representative of
the underwriters of Common Stock (or other securities) of the Company not to
exceed one hundred eighty (180) days following the effective date of a
registration statement of the Company filed under the Securities Act. </LI></P>
<P ALIGN="JUSTIFY">&#9;Optionee agrees to execute and deliver such other
agreements as may be reasonably requested by the Company or the underwriter
which are consistent with the foregoing or which are necessary to give further
effect thereto.  In addition, if requested by the Company or the representative
of the underwriters of Common Stock (or other securities) of the Company,
Optionee shall provide, within ten (10) days of such request, such information
as may be required by the Company or such representative in connection with the
completion of any public offering of the Company's securities pursuant to a
registration statement filed under the Securities Act.  The obligations
described in this Section shall not apply to a registration relating solely to
employee benefit plans on Form S-1 or Form S-8 or similar forms that may be
promulgated in the future, or a registration relating solely to a Commission
Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the
future.  The Company may impose stop-transfer instructions with respect to the
shares of Common Stock (or other securities) subject to the foregoing
restriction until the end of said one hundred eighty (180) day period.  Optionee
agrees that any transferee of any Option shall be bound by this Section.</P>
<U><P ALIGN="JUSTIFY"><LI>Method of Payment</U>.  Payment of the aggregate
Exercise Price shall be by any of the following, or a combination thereof, at
the election of the Optionee:</LI></P></OL>
</OL>

<OL TYPE="a">
<DIR>
<DIR>

<OL TYPE="a">

<LI>cash or check;</LI>
<LI>consideration received by the Company under a formal cashless exercise
program adopted by the Company in connection with the Plan; or </LI>
<LI>surrender of other Shares which, (i)&nbsp;in the case of Shares acquired
from the Company, either directly or indirectly, have been owned by the Optionee
for more than six&nbsp;(6) months on the date of surrender, and (ii) have a Fair
Market Value on the date of surrender equal to the aggregate Exercise Price of
the Exercised Shares.</LI></OL>
</DIR>
</DIR>
</OL>

<OL START=2>

<OL>

<U><LI>Restrictions on Exercise</U>.  This Option may not be exercised until
such time as the Plan has been approved by the shareholders of the Company, or
if the issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any Applicable
Law.</LI>
<U><LI>Non-Transferability of Option</U>.  This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee.  The terms of
the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.</LI>
<U><LI>Term of Option</U>.  This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.</LI>
<U><LI>Tax Obligations</U>.</LI></OL>
</OL>

<OL TYPE="a">
<OL TYPE="a">

<OL TYPE="a">

<U><LI>Withholding Taxes.</U>  Optionee agrees to make appropriate arrangements
with the Company (or the Parent or Subsidiary employing or retaining Optionee)
for the satisfaction of all Federal, state, local and foreign income and
employment tax withholding requirements applicable to the Option exercise.
Optionee acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.</LI>
<U><LI>Notice of Disqualifying Disposition of ISO Shares</U>.  If the Option
granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1)&nbsp;the date two years after the Date of Grant, or (2)&nbsp;the
date one year after the date of exercise, the Optionee shall immediately notify
the Company in writing of such disposition.  Optionee agrees that Optionee may
be subject to income tax withholding by the Company on the compensation income
recognized by the Optionee.</LI></OL>
</OL>
</OL>

<OL START=2>

<OL>

<U><LI>Entire Agreement; Governing Law</U>.  The Plan is incorporated herein by
reference.  The Plan and this Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee.  This agreement is governed by the internal substantive laws but not
the choice of law rules of California.</LI>
<U><P ALIGN="JUSTIFY"><LI>No Guarantee of Continued Service</U>.  OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE
COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S RELATIONSHIP AS AN EMPLOYEE AT ANY TIME, WITH OR WITHOUT
CAUSE.</LI></P></OL>
</OL>

<P ALIGN="JUSTIFY">Optionee acknowledges receipt of a copy of the Plan and
represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts this Option subject to all of the terms and provisions thereof.
Optionee has reviewed the Plan and this Option in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option and
fully understands all provisions of the Option.  Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Option.
Optionee further agrees to notify the Company upon any change in the residence
address indicated below.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=636>
<TR><TD WIDTH="47%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">OPTIONEE</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="48%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">CENTILE,
INC.</FONT></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="48%" VALIGN="TOP" HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Signature</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="48%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">By</FONT></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="48%" VALIGN="TOP" HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Print Name</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="48%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Title</FONT></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="48%" VALIGN="TOP" HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Residence Address</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="48%" VALIGN="TOP" HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="47%" VALIGN="TOP" HEIGHT=10><P></P></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=10><P></P></TD>
<TD WIDTH="48%" VALIGN="TOP" HEIGHT=10><P></P></TD>
</TR>
</TABLE>

<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><U><P ALIGN="CENTER">EXHIBIT A</P>
</U><P ALIGN="CENTER">2001 STOCK OPTION PLAN</P>
<P ALIGN="CENTER">EXERCISE NOTICE</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Centile, Inc.</P>
<P ALIGN="JUSTIFY">2445 Mission College Blvd.</P>
<P ALIGN="JUSTIFY">Santa Clara, CA 95054</P>
<P ALIGN="JUSTIFY">Attention: [__________]</P>
<OL>

<OL>

<U><P ALIGN="JUSTIFY"><LI>Exercise of Option</U>.  Effective as of today,
_____________, _____, the undersigned (&quot;Optionee&quot;) hereby elects to
exercise Optionee's option to purchase _________ shares of the Common Stock (the
&quot;Shares&quot;) of ________. (the &quot;Company&quot;) under and pursuant to
the 2001&nbsp;Stock Option Plan (the &quot;Plan&quot;) and the Stock Option
Agreement dated ____________, ____ (the &quot;Option Agreement&quot;).</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Delivery of Payment</U>.  Purchaser herewith delivers
to the Company the full purchase price of the Shares, as set forth in the Option
Agreement, and any and all withholding taxes due in connection with the exercise
of the Option.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Representations of Optionee</U>.  Optionee
acknowledges that Optionee has received, read and understood the Plan and the
Option Agreement and agrees to abide by and be bound by their terms and
conditions.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Rights as Shareholder</U>.  Until the issuance of the
Shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option.  The Shares shall be
issued to the Optionee as soon as practicable after the Option is exercised in
accordance with the Option Agreement.  No adjustment shall be made for a
dividend or other right for which the record date is prior to the date of
issuance except as provided in Section&nbsp;12 of the Plan.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Company's Right of First Refusal</U>.  Before any
Shares held by Optionee or any transferee (either being sometimes referred to
herein as the &quot;Holder&quot;) may be sold or otherwise transferred
(including transfer by gift or operation of law), the Company or its assignee(s)
shall have a right of first refusal to purchase the Shares on the terms and
conditions set forth in this Section (the &quot;Right of First
Refusal&quot;).</LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Notice of Proposed Transfer</U>.  The Holder of the
Shares shall deliver to the Company a written notice (the &quot;Notice&quot;)
stating: (i)&nbsp;the Holder's bona fide intention to sell or otherwise transfer
such Shares; (ii)&nbsp;the name of each proposed purchaser or other transferee
(&quot;Proposed Transferee&quot;); (iii)&nbsp;the number of Shares to be
transferred to each Proposed Transferee; and (iv)&nbsp;the bona fide cash price
or other consideration for which the Holder proposes to transfer the Shares (the
&quot;Offered Price&quot;), and the Holder shall offer the Shares at the Offered
Price to the Company or its assignee(s).</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Exercise of Right of First Refusal</U>.  At any time
within thirty&nbsp;(30) days after receipt of the Notice, the Company and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase all,
but not less than all, of the Shares proposed to be transferred to any one or
more of the Proposed Transferees, at the purchase price determined in accordance
with subsection&nbsp;(c) below.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Purchase Price</U>.  The purchase price
(&quot;Purchase Price&quot;) for the Shares purchased by the Company or its
assignee(s) under this Section shall be the Offered Price.  If the Offered Price
includes consideration other than cash, the cash equivalent value of the non-
cash consideration shall be determined by the Board of Directors of the Company
in good faith.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Payment</U>.  Payment of the Purchase Price shall be
made, at the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness of the Holder
to the Company (or, in the case of repurchase by an assignee, to the assignee),
or by any combination thereof within thirty&nbsp;(30) days after receipt of the
Notice or in the manner and at the times set forth in the Notice.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Holder's Right to Transfer</U>.  If all of the Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section,
then the Holder may sell or otherwise transfer such Shares to that Proposed
Transferee at the Offered Price or at a higher price, provided that such sale or
other transfer is consummated within 120 days after the date of the Notice, that
any such sale or other transfer is effected in accordance with any applicable
securities laws and that the Proposed Transferee agrees in writing that the
provisions of this Section shall continue to apply to the Shares in the hands of
such Proposed Transferee.  If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, a new Notice shall be
given to the Company, and the Company and/or its assignees shall again be
offered the Right of First Refusal before any Shares held by the Holder may be
sold or otherwise transferred.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Exception for Certain Family Transfers</U>.  Anything
to the contrary contained in this Section notwithstanding, the transfer of any
or all of the Shares during the Optionee's lifetime or on the Optionee's death
by will or intestacy to the Optionee's immediate family or a trust for the
benefit of the Optionee's immediate family shall be exempt from the provisions
of this Section.  &quot;Immediate Family&quot; as used herein shall mean spouse,
lineal descendant or antecedent, father, mother, brother or sister.  In such
case, the transferee or other recipient shall receive and hold the Shares so
transferred subject to the provisions of this Section, and there shall be no
further transfer of such Shares except in accordance with the terms of this
Section.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Termination of Right of First Refusal</U>.  The Right
of First Refusal shall terminate as to any Shares upon the earlier of (i) the
first sale of Common Stock of the Company to the general public, or (ii) a
Change in Control in which the successor corporation has equity securities that
are publicly traded.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Tax Consultation</U>.  Optionee understands that
Optionee may suffer adverse tax consequences as a result of Optionee's purchase
or disposition of the Shares.  Optionee represents that Optionee has consulted
with any tax consultants Optionee deems advisable in connection with the
purchase or disposition of the Shares and that Optionee is not relying on the
Company for any tax advice.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Restrictive Legends and Stop-Transfer
Orders</U>.</LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Legends</U>.  Optionee understands and agrees that the
Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of
the Shares together with any other legends that may be required by the Company
or by state or federal securities laws:</LI></P>
<P ALIGN="JUSTIFY">THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE &quot;ACT&quot;) AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO
THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS IN COMPLIANCE THEREWITH.</P>
<P ALIGN="JUSTIFY">THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER
OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND
THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE
PRINCIPAL OFFICE OF THE ISSUER.  SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST
REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.</P>
<U><P ALIGN="JUSTIFY"><LI>Stop-Transfer Notices</U>.  Optionee agrees that, in
order to ensure compliance with the restrictions referred to herein, the Company
may issue appropriate &quot;stop transfer&quot; instructions to its transfer
agent, if any, and that, if the Company transfers its own securities, it may
make appropriate notations to&nbsp;the same effect in its own records.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Refusal to Transfer</U>.  The Company shall not be
required (i)&nbsp;to transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of this Exercise
Notice or (ii)&nbsp;to treat as owner of such Shares or to accord the right to
vote or pay dividends to any purchaser or other transferee to whom such Shares
shall have been so transferred.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Successors and Assigns</U>.  The Company may assign
any of its rights under this Exercise Notice to single or multiple assignees,
and this Exercise Notice shall inure to the benefit of the successors and
assigns of the Company.  Subject to the restrictions on transfer herein set
forth, this Exercise Notice shall be binding upon Optionee and his or her heirs,
executors, administrators, successors and assigns.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Interpretation</U>.  Any dispute regarding the
interpretation of this Exercise Notice shall be submitted by Optionee or by the
Company forthwith to the Administrator which shall review such dispute at its
next regular meeting.  The resolution of such a dispute by the Administrator
shall be final and binding on all parties.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Governing Law; Severability</U>.  This Exercise Notice
is governed by the internal substantive laws but not the choice of law rules, of
California.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Entire Agreement</U>.  The Plan and Option Agreement
are incorporated herein by reference.  This Exercise Notice, the Plan, the
Option Agreement and the Investment Representation Statement constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company
and Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee's interest except by means of a writing signed by the
Company and Optionee.</LI></P></OL>
</OL>

<P ALIGN="JUSTIFY"></P></FONT>
<P ALIGN="RIGHT"><TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=636>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Submitted by:</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Accepted by:</FONT></TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">OPTIONEE</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">CENTILE,
INC.</FONT></TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Signature</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">By</FONT></TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Print Name</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Title</FONT></TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Address:  2445 Mission
College Blvd</FONT></TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Address</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Santa Clara, CA
95054</FONT></TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=24><P></P></TD>
</TR>
<TR><TD WIDTH="48%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="5%" VALIGN="TOP" HEIGHT=24><P></P></TD>
<TD WIDTH="47%" VALIGN="TOP" HEIGHT=24>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Date Received</FONT></TD>
</TR>
</TABLE>
</P>

<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><U>
<P ALIGN="CENTER">EXHIBIT B</P>
</U><P ALIGN="CENTER">INVESTMENT REPRESENTATION STATEMENT</P>
</B></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=474>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">OPTIONEE:</FONT></TD>
<TD WIDTH="70%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">COMPANY:</FONT></TD>
<TD WIDTH="70%" VALIGN="TOP">
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">CENTILE,
INC.</FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">SECURITY:</FONT></TD>
<TD WIDTH="70%" VALIGN="TOP">
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">COMMON STOCK</FONT></TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">AMOUNT:</FONT></TD>
<TD WIDTH="70%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="30%" VALIGN="TOP">
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">DATE:</FONT></TD>
<TD WIDTH="70%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">In connection with the
purchase of the above-listed Securities, the undersigned Optionee represents to
the Company the following:</P>
<OL TYPE="a">
<OL TYPE="a">

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Optionee is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Securities.
Optionee is acquiring these Securities for investment for Optionee's own account
only and not with a view to, or for resale in connection with, any
&quot;distribution&quot; thereof within the meaning of the Securities Act of
1933, as amended (the &quot;Securities Act&quot;).</LI></P>
<P ALIGN="JUSTIFY"><LI>Optionee acknowledges and understands that the Securities
constitute &quot;restricted securities&quot; under the Securities Act and have
not been registered under the Securities Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the bona
fide nature of Optionee's investment intent as expressed herein.  In this
connection, Optionee understands that, in the view of the Securities and
Exchange Commission, the statutory basis for such exemption may be unavailable
if Optionee's representation was predicated solely upon a present intention to
hold these Securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Securities, or for a period of one year or any other fixed
period in the future.  Optionee further understands that the Securities must be
held indefinitely unless they are subsequently registered under the Securities
Act or an exemption from such registration is available.  Optionee further
acknowledges and understands that the Company is under no obligation to register
the Securities.  Optionee understands that the certificate evidencing the
Securities will be imprinted with any legend required under applicable state
securities laws.</LI></P>
<P ALIGN="JUSTIFY"><LI>Optionee is familiar with the provisions of Rule&nbsp;701
and Rule&nbsp;144, each promulgated under the Securities Act, which, in
substance, permit limited public resale of &quot;restricted securities&quot;
acquired, directly or indirectly from the issuer thereof, in a non-public
offering subject to the satisfaction of certain conditions.  Rule&nbsp;701
provides that if the issuer qualifies under Rule&nbsp;701 at the time of the
grant of the Option to the Optionee, the exercise will be exempt from
registration under the Securities Act.  In the event the Company becomes subject
to the reporting requirements of Section&nbsp;13 or 15(d) of the Securities
Exchange Act of 1934, ninety&nbsp;(90) days thereafter (or such longer period as
any market stand-off agreement may require) the Securities exempt under
Rule&nbsp;701 may be resold, subject to the satisfaction of certain of the
conditions specified by Rule&nbsp;144, including: (1)&nbsp;the resale being made
through a broker in an unsolicited &quot;broker's transaction&quot; or in
transactions directly with&nbsp;a market maker (as said term is defined under
the Securities Exchange Act of 1934); and, in the case of an affiliate,
(2)&nbsp;the availability of certain public information about the Company,
(3)&nbsp;the amount of Securities being sold during any three month period not
exceeding the limitations specified in Rule&nbsp;144(e), and (4)&nbsp;the timely
filing of a Form&nbsp;144, if applicable.</LI></P>
<P ALIGN="JUSTIFY">&#9;In the event that the Company does not qualify under
Rule&nbsp;701 at the time of grant of the Option, then the Securities may be
resold in certain limited circumstances subject to the provisions of
Rule&nbsp;144, which requires&nbsp;the resale to occur not less than one year
after the later of the date the Securities were sold by the Company or the date
the Securities were sold by an affiliate of the Company, within the meaning of
Rule&nbsp;144; and, in the case of acquisition of the Securities by an
affiliate, or by a non-affiliate who subsequently holds the Securities less than
two years, the satisfaction of the conditions set forth in sections&nbsp;(1),
(2), (3) and (4) of the paragraph immediately above.</P>
<P ALIGN="JUSTIFY"><LI>Optionee further understands that in the event all of the
applicable requirements of Rule&nbsp;701 or 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A, or some other
registration exemption will be required; and that, notwithstanding the fact that
Rules&nbsp;144 and 701 are not exclusive, the Staff of the Securities and
Exchange Commission has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise
than pursuant to Rules&nbsp;144 or 701 will have a substantial burden of proof
in establishing that an exemption from registration is available for such offers
or sales, and that such persons and their respective brokers who participate in
such transactions do so at their own risk.  Optionee understands that no
assurances can be given that any such other registration exemption will be
available in such event.</LI></P></OL>
</OL>
</OL>

<P ALIGN="JUSTIFY"></P></FONT>
<P ALIGN="RIGHT"><TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=318>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Signature of
Optionee:</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD WIDTH="19%" VALIGN="TOP">
<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">Date:</FONT></TD>
<TD WIDTH="81%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>
</P>

<FONT FACE="Times New Roman" SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P></FONT>
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