PLX TECHNOLOGY INC
EXHIBIT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>exh10-1.htm
<DESCRIPTION>EXHIBIT
<TEXT>
<HTML>
<HEAD>
<TITLE>25102(o) Exempt Plan</TITLE>
</HEAD>
<BODY>


<B><FONT SIZE=3><P ALIGN="CENTER">EXHIBIT 10.1</P>
</B></FONT>
<B><FONT SIZE=3><P ALIGN="CENTER">HINT CORPORATION</P>
<P ALIGN="CENTER">2000 STOCK PLAN</P>
</B><P ALIGN="CENTER">&nbsp;</P>
<OL>

<OL>

<U><P ALIGN="JUSTIFY"><LI>Purposes&nbsp;of&nbsp;the&nbsp;Plan</U>.  The purposes
of this Stock Plan are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to
Employees, Directors and Consultants and to promote the success of the Company's
business.  Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant.  Stock Purchase Rights may also be granted under the Plan.</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>&quot;<U>Administrator</U>&quot; means the Board or any
of its Committees as shall be administering the Plan in accordance with Section
4 hereof.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Applicable Laws</U>&quot; 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.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Board</U>&quot; means the Board of Directors of
the Company.</LI></P>
<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 HiNT Corporation, a
California corporation.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Consultant</U>&quot; means any person who is
engaged by the Company or any Parent or Subsidiary to render consulting or
advisory services to such entity.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Director</U>&quot; means a member of the Board
of Directors of the Company.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Disability</U>&quot; means total and permanent
disability as defined in Section 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 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, on the 181st 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 for
the last market trading day prior to the time 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 last market trading day prior to 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>Officer</U>&quot; means a person who is an
officer of the Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.</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>Option Exchange Program</U>&quot; means a
program whereby outstanding Options are exchanged for Options with a lower
exercise price.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Optioned&nbsp;Stock</U>&quot; means the Common
Stock subject to an Option or a Stock Purchase Right.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Optionee</U>&quot; means the holder of an
outstanding Option or Stock Purchase Right 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 2000 Stock
Plan.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Restricted Stock</U>&quot; means shares of
Common Stock acquired pursuant to a grant of a Stock Purchase Right under
Section&nbsp;11 below.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Section 16(b)</U> &quot; means Section 16(b) of
the Securities Exchange Act of 1934, as amended.</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 12 below.</LI></P>
<P ALIGN="JUSTIFY"><LI>&quot;<U>Stock Purchase Right</U>&quot; means a right to
purchase Common Stock pursuant to Section 11 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 12 of the Plan, the maximum aggregate
number of Shares which may be subject to option and sold under the Plan is
4,000,000 Shares.  The Shares may be authorized but unissued, or reacquired
Common Stock.  </LI></P>
<P ALIGN="JUSTIFY">If an Option or Stock Purchase Right expires or becomes
unexercisable without having been exercised in full, or is surrendered pursuant
to an Option Exchange Program, the unpurchased Shares which were subject thereto
shall become available for future grant or sale under the Plan (unless the Plan
has terminated).  However, Shares that have actually been issued under the Plan,
upon exercise of either an Option or Stock Purchase Right, shall not be returned
to the Plan and shall not become available for future distribution under the
Plan, except that if Shares of Restricted Stock 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 and Stock
Purchase Rights 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 award 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 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;</LI></P>
<P ALIGN="JUSTIFY"><LI>  to determine whether and under what circumstances an
Option may be settled in cash under subsection 9(e) instead of Common
Stock;</LI></P>
<P ALIGN="JUSTIFY"><LI>to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option has declined since the date the Option was granted; </LI></P>
<P ALIGN="JUSTIFY"><LI>to initiate an Option Exchange Program;</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 qualifying for preferred tax treatment under
foreign tax 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 or Stock Purchase Right that number of Shares having a
Fair Market Value equal to the 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
awards granted pursuant to the Plan.</LI></P></OL>

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

<U><P ALIGN="JUSTIFY"><LI>Eligibility</U>.</LI></P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Nonstatutory Stock Options and Stock Purchase Rights may
be granted to Service Providers.  Incentive Stock Options may be granted only to
Employees.</LI></P>
<P ALIGN="JUSTIFY"><LI>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;5(b), 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></P>
<P ALIGN="JUSTIFY"><LI>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.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Term&nbsp;of&nbsp;Plan</U>.  The Plan shall become
effective upon its adoption by the Board.  It shall continue in effect for a
term of ten (10) years unless sooner terminated under Section 14 of 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 (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">

<P ALIGN="JUSTIFY"><LI>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>

<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>

<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>

<P ALIGN="JUSTIFY"><LI>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
(1)&nbsp;cash, (2)&nbsp;check, (3)&nbsp;promissory note, (4)&nbsp;other Shares
which (x)&nbsp;in the case of Shares acquired upon exercise of an Option, have
been owned by the Optionee for more than six 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) 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.</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 (5) years from the
date the Options are granted.  Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled 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) written or electronic notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised.  Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan.  Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Shares, notwithstanding the exercise of the Option.  The
Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised.  No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section&nbsp;12 of the Plan.</P>
<P ALIGN="JUSTIFY">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 such period of time as is specified in the
Option Agreement (of at least thirty (30) days) to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of
the term of the Option as set forth in the Option Agreement).  In the absence of
a specified time in the Option Agreement, the Option shall remain exercisable
for three (3) months following the Optionee's termination.  If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified by the Administrator, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.</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 such period of time as is specified in the
Option Agreement (of at least six (6) months) to the extent the Option is vested
on the date of termination (but in no event later than the expiration of the
term of such Option as set forth in the Option Agreement).  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
twelve (12) months following the Optionee's termination.  If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.</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 such period of time
as is specified in the Option Agreement (of at least six (6) months) 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 estate or by a person who acquires the right to
exercise the Option by bequest or inheritance.  In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for twelve
(12) months following the Optionee's termination.  If, at the time of death, the
Optionee is not vested as to the 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>
<U><P ALIGN="JUSTIFY"><LI>Buyout Provisions</U>.  The Administrator may at any
time offer to buy out for a payment in cash or Shares, an Option previously
granted, based on such terms and conditions as the Administrator shall establish
and communicate to the Optionee at the time that such offer is
made.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Non-Transferability&nbsp;of&nbsp;Options and Stock
Purchase Rights</U>.  The Options and Stock Purchase Rights may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee. </LI></P>
<U><P ALIGN="JUSTIFY"><LI>Stock Purchase Rights</U>.</LI></P>
<OL TYPE="a">

<U><P ALIGN="JUSTIFY"><LI>Rights to Purchase</U>.  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.
</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Repurchase Option</U>.  Unless the Administrator
determines otherwise, the Restricted Stock purchase agreement shall grant the
Company a repurchase option exercisable upon the voluntary or involuntary
termination of the purchaser's service with the Company for any reason
(including death or disability).  The purchase price for Shares repurchased
pursuant to the Restricted Stock purchase agreement shall be the original price
paid by the purchaser and may be paid by cancellation of any indebtedness of the
purchaser to the Company.  The repurchase option shall lapse at such rate as the
Administrator may determine.  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.  </LI></P>
<U><P ALIGN="JUSTIFY"><LI>Other Provisions</U>.  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. </LI></P>
<U><P ALIGN="JUSTIFY"><LI>Rights as a Shareholder</U>.  Once the Stock Purchase
Right is exercised, the purchaser shall have rights equivalent to those of a
shareholder and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company.  No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date the Stock Purchase Right is exercised, except as provided in Section
12 of the Plan.</LI></P></OL>

<U><P
ALIGN="JUSTIFY"><LI>Adjustments&nbsp;Upon&nbsp;Changes&nbsp;in&nbsp;Capitalizati
on, Merger or Asset Sale</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 of shares of
Common Stock covered by each outstanding Option or Stock Purchase Right, and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but as to which no Options or Stock Purchase Rights have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option or Stock Purchase Right, as well as the price per share of Common
Stock covered by each such outstanding Option or Stock Purchase Right, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock 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 or price of shares of Common Stock subject to an
Option or Stock Purchase Right.</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 or Stock Purchase Right
until fifteen (15) days prior to such transaction as to all of the Optioned
Stock covered thereby, including Shares as to which the Option or Stock Purchase
Right would not otherwise be exercisable.  In addition, the Administrator may
provide that any Company repurchase option applicable to any Shares purchased
upon exercise of an Option or Stock Purchase Right shall lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the time
and in the manner contemplated.  To the extent it has not been previously
exercised, an Option or Stock Purchase Right will terminate immediately prior to
the consummation of such proposed action.</LI></P>
<U><P ALIGN="JUSTIFY"><LI>Merger or Asset Sale</U>.  In the event of a merger of
the Company with or into another corporation, or the sale of substantially all
of the assets of the Company, each outstanding Option and Stock Purchase Right
shall be assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation.  In the
event that the successor corporation refuses to assume or substitute for the
Option or Stock Purchase Right, 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
sale of assets, the Administrator shall notify the Optionee in writing or
electronically that the Option or Stock Purchase Right shall be fully
exercisable for a period of fifteen (15) days from the date of such notice, and
the Option or Stock Purchase Right shall terminate upon the expiration of such
period.  For the purposes of this paragraph, the Option or Stock Purchase Right
shall be considered assumed if, following the merger or sale of assets, the
option or right confers the right to purchase or receive, for each Share of
Optioned Stock subject to the Option or Stock Purchase Right immediately prior
to the merger or sale of assets, the consideration (whether stock, cash, or
other securities or property) received in the merger or sale of assets 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 sale of
assets is not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option or Stock
Purchase Right, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.</LI></P></OL>

<U><P ALIGN="JUSTIFY"><LI>Time&nbsp;of&nbsp;Granting&nbsp;Options and Stock
Purchase Rights</U>.  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 other 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.</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 (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 and Purchasers</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 or purchaser 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.</LI></P></OL>
</OL>

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