Exhibit 10.6

                                 Chipcards, Inc.

                           2000 Equity Incentive Plan

SECTION 1
PURPOSE

The purpose of the Chipcards, Inc 2000 Equity Incentive Plan is to provide a
means whereby Chipcards, Inc., a California corporation (the "Corporation"), may
attract able persons to remain in or to enter the employ of the Corporation, a
Parent Corporation, or a Subsidiary and to provide a means whereby those
employees, directors, officers, and other individuals or entities upon whom the
responsibilities of the successful administration, management, planning, and/or
organization of the Corporation may rest, and whose present and potential
contributions to the welfare of the Corporation, a Parent Corporation or a
Subsidiary are of importance, can acquire and maintain stock ownership, thereby
strengthening their concern for the long-term welfare of the Corporation. A
further purpose of the Plan is to provide such employees and individuals or
entities with additional incentive and reward opportunities designed to enhance
the profitable growth of the Corporation over the long term. Accordingly, the
Plan provides for granting Common Stock, Incentive Stock Options, options which
do not constitute Incentive Stock Options, or any combination of the foregoing,
as is best suited to the circumstances of the particular employees and
individuals or entities as provided herein.

SECTION 2
DEFINITIONS

The following definitions shall be applicable during the term of the Plan unless
specifically modified by any paragraph:

(a)  Award means, individually or collectively, any Option granted pursuant to
     the Plan.

(b)  Board means the board of directors of the Corporation.

(c)  Change of Control Value means the amount determined in Clause (i), (ii) or
     (iii), whichever is applicable, as follows: (i) the per share price offered
     to stockholders







     of the Corporation in any merger, consolidation, sale of assets or
     dissolution transaction, (ii) the price per share offered to stockholders
     of the corporation in any tender offer or exchange offer whereby a
     Corporate Change takes place or (iii) if a Corporate Change occurs other
     than as described in Clause (i) or Clause (ii), the fair market value per
     share determined by the Board as of the date determined by the Board to be
     the date of cancellation and surrender of an Option. If the consideration
     offered to stockholders of the Corporation in any transaction described in
     this Paragraph or Paragraphs (d) and (e) of Section 8 consists of anything
     other than cash, the Board shall determine the fair cash equivalent of the
     portion of the consideration offered which is other than cash.

(d)  Code means the Internal Revenue Code of 1986, as amended. Reference in the
     Plan to any Section of the Code shall be deemed to include any amendments
     or successor provisions to such Section and any regulations under such
     Section.

(e)  Common Stock means the common stock of the Corporation.

(f)  Corporation means Chipcards, Inc.

(g)  Corporate Change means one of the following events: (i) the merger,
     consolidation or other reorganization of the Corporation in which the
     outstanding Common Stock is converted into or exchanged for a different
     class of securities of the Corporation, a class of securities of any other
     issuer (except a Subsidiary or Parent Corporation), cash or other property
     other than (a) a merger, consolidation or reorganization of the Corporation
     which would result in the voting stock of the Corporation outstanding
     immediately prior thereto continuing to represent (either by remaining
     outstanding or by being converted into voting securities of the surviving
     entity), in combination with the ownership of any trustee or other
     fiduciary holding securities under an employee benefit plan of the
     Corporation, at least seventy percent (70%) of the combined voting power of
     the voting stock of the Corporation or such surviving entity outstanding
     immediately after such merger, consolidation or reorganization of the
     Corporation, or (b) merger, consolidation or reorganization of the
     Corporation effected to implement a recapitalization of the Corporation (or
     similar transaction) in which no person acquires more than thirty percent
     (30%) of the combined voting power of the Corporation's then outstanding
     stock; (ii) the sale, lease or exchange of all or substantially all of the
     assets of the Corporation to any other corporation or entity (except a
     Subsidiary or Parent Corporation); (iii) the adoption by the stockholders
     of the Corporation of a plan of liquidation and dissolution; (iv) the
     acquisition (other than acquisition pursuant to any other clause of this
     definition) by any person or entity, including without limitation a "group"
     as contemplated by Section 13(d)(3) of the Exchange Act, of beneficial
     ownership, as contemplated by such Section, of more than twenty-five
     percent (25%) (based on voting power) of






     the Corporation's outstanding capital stock or acquisition by a person or
     entity who currently has beneficial ownership which increases such person's
     or entity's beneficial ownership to thirty percent (30%) or more (based on
     voting power) of the Corporation's outstanding capital stock; or (v) as a
     result of or in connection with a contested election of directors, the
     persons who were directors of the Corporation before such election shall
     cease to constitute a majority of the Board. Notwithstanding the provisions
     of clause (iv) above, a Corporate Change shall not be considered to have
     occurred upon the acquisition (other than acquisition pursuant to any other
     clause of the preceding sentence) by any person or entity, including
     without limitation a "group" as contemplated by Section 13(d)(3) of the
     Exchange Act, of beneficial ownership, as contemplated by such Section, of
     more than twenty-five percent (25%) (based on voting power) of the
     Corporation's outstanding capital stock or the requisite percentage to
     increase their ownership to fifty percent (50%) resulting from a public
     offering of securities of the Corporation under the Securities Act of 1933,
     as amended.

(h)  Designated Officer means an officer of the Corporation, such as the
     President, Executive Vice President, Chief Operating Officer, Chief
     Executive Officer, Chief Financial Officer, or Corporate Secretary who is
     given authority by the Board to grant options or make stock grants under
     the Plan.

(i)  Exchange Act means the Securities Exchange Act of 1934, as amended.

(j)  Fair Market Value means, as of any specified date, the closing price of the
     Common Stock on the NASDAQ (or, if the Common Stock is not listed on such
     exchange, such other national securities exchange on which the Common Stock
     is then listed) on that date, or if no prices are reported on that date, on
     the last preceding date on which such prices of the Common Stock are so
     reported. If the Common Stock is not then listed on any national securities
     exchange but is traded over the counter at the time determination of its
     Fair Market Value is required to be made hereunder, its Fair Market Value
     shall be deemed to be equal to the average between the reported high and
     low sales prices of Common Stock on the most recent date on which Common
     Stock was publicly traded. If the Common Stock is not publicly traded at
     the time a determination of its value is required to be made hereunder, the
     determination of its Fair Market Value shall be made by the Board in such
     manner as it deems appropriate (such determination will be made in
     good-faith as required by Section 422(c)(1) of the Code and may be based on
     the advice of an independent investment banker or appraiser recognized to
     be expert in making such valuations). Fair Market Value also shall satisfy
     the requirements under Section 260.140 of the California Code of
     Regulations, as necessary to qualify for an exemption from the provisions
     of Section 25110 of the California Corporations Code.

(k)  Grant means individually or collectively, any Common Stock granted pursuant
     to the Plan.

(l)  Grantee means an employee, director, officer, other individual or entity
     who has been granted Common Stock pursuant to the Plan.







(m)  Holder means an individual or entity who has been granted an Award.

(n)  Incentive Stock Option means an Option within the meaning of Section 422 of
     the Code.

(o)  Option means an Award granted under Section 7 of the Plan and includes both
     Incentive Stock Options to purchase Common Stock and Options which do not
     constitute Incentive Stock Options to purchase Common Stock.

(p)  Option Agreement means a written agreement between the Corporation and an
     employee with respect to an Option.

(q)  Optionee means an employee, director, officer, entity or individual who has
     been granted an Option.

(r)  Parent Corporation shall have the meaning set forth in Section 424(e) of
     the Code.

(s)  Plan means the Chipcards, Inc. 2000 Equity Incentive Plan.

(t)  Rule 16b-3 means Rule 16b-3 of the General Rules and Regulations of the
     Securities and Exchange Commission under the Exchange Act, as such rule is
     currently in effect or as hereafter modified or amended.

(u)  Subsidiary means a company (whether a corporation, partnership, joint
     venture or other form of entity) in which the Corporation, or a corporation
     in which the Corporation owns a majority of the shares of capital stock,
     directly or indirectly, owns an equity interest of fifty percent (50%) or
     more, except solely with respect to the issuance of Incentive Stock Options
     the term "Subsidiary" shall have the same meaning as the term "subsidiary
     corporation" as defined in Section 424(f) of the Code.

SECTION 3
EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall be effective as of December 29, 2000, the date of its adoption by
the Board, provided that the Plan is approved by the stockholders of the
Corporation within twelve (12) months before or thereafter and on or prior to
the date of the first annual meeting of stockholders of the Corporation held
subsequent to the acquisition of an equity security by a Holder hereunder for
which exemption is claimed under Rule 16b-3.

Notwithstanding any provision of the Plan or of any Option Agreement, no Option
shall be exercisable and no Common Stock may be granted prior to such
stockholder approval. The Plan shall be terminated and no further Awards or
Common Stock may be granted under the Plan after ten (10) years from the date
the Plan is adopted by the Board or the






date the Plan is approved by the Corporation's shareholders, whichever is
earlier. Subject to the provisions of Section 9, the Plan shall remain in effect
until all Options granted under the Plan have been exercised or have expired by
reason of lapse of time and all restrictions imposed upon restricted stock
awards have lapsed. Any option exercised before shareholder approval is obtained
must be rescinded if shareholder approval is not obtained within twelve (12)
months before or after the Plan is adopted. Such shares shall not be counted in
determining whether such approval is granted.

SECTION 4
ADMINISTRATION

(a)  Administration of Plan by Board. The Plan shall be administered by the
     Board or, at the discretion of the Board, by a committee (the "Committee")
     of not less than two (2) members of the Board, in compliance with Rule
     16b-3. Members of the Board and the Committee shall abstain from
     participating in and deciding matters which directly affect their
     individual ownership interests under the Plan.

(b)  Powers. Subject to the terms of the Plan, the Board shall elect one or
     several Designated Officers who shall have sole authority, in their
     discretion, to determine which employees, officers, directors, individuals
     or entities shall receive an Award or Grant, the time or times when such
     Award or Grant shall be made, whether Common Stock, an Incentive Stock
     Option or nonqualified Option shall be granted and the number of shares of
     Common Stock which may be issued under each Option. In making such
     determinations, the Designated Officer may take into account the nature of
     the services rendered by these individuals, their present and potential
     contribution to the success of the Corporation, a Parent Corporation or a
     Subsidiary, and such other factors as the Board in its discretion shall
     deem relevant.

(c)  Additional Powers. The Board or Committee shall have such additional powers
     as are delegated to it by the other provisions of the Plan. Subject to the
     express provisions of the Plan, the Board or Committee is authorized in its
     sole discretion, exercised in a nondiscriminatory manner, to construe and
     interpret the Plan and the respective agreements executed thereunder, to
     prescribe such rules and regulations relating to the Plan as it may deem
     advisable to carry out the Plan, and to determine the terms, restrictions
     and provisions of each Award or Grant, including such terms, restrictions
     and provisions as shall be requisite in the judgment of the Board or
     Committee to cause designated Options to qualify as Incentive Stock
     Options, and to make all other determinations necessary or advisable for
     administering the Plan. The Board of Committee shall have the power to
     determine whether an Optionee may receive a loan for the purpose of
     exercising options under the Plan. The Board or Committee may correct any
     defect or supply any omission or reconcile any inconsistency in any
     agreement relating to an Award or Grant in the manner and to the extent it
     shall deem






     expedient to carry it into effect. The determination of the Board or
     Committee on the matters referred to in this Section 4 shall be conclusive.

(d)  Compliance With Code Section 162(m). In the event the Corporation, a Parent
     Corporation or a Subsidiary becomes a "publicly-held corporation" as
     defined in Section 162(m)(2) of the Code, the Corporation may establish a
     committee of outside directors meeting the requirements of Code Section
     162(m) to (i) approve the grant of Options which might reasonably be
     anticipated to result in the payment of employee remuneration that would
     otherwise exceed the limit on employee remuneration deductible for income
     tax purposes by the Corporation pursuant to Code Section 162(m) and (ii)
     administer the Plan. In such event, the powers reserved to the Board in the
     Plan shall be exercised by such compensation committee. In addition,
     Options under the Plan shall be granted upon satisfaction of the conditions
     to such grants provided pursuant to Code Section 162(m) and any Treasury
     Regulations promulgated thereunder.


SECTION 5
GRANT OF OPTIONS AND STOCK SUBJECT TO THE PLAN

(a)  Award Limits. A Designated Officer may from time to time grant Awards
     and/or make Grants to one or more employees, directors, officers,
     individuals or entities determined by him or her to be eligible for
     participation in the Plan in accordance with the provisions of Section 6 of
     the Plan. The aggregate number of shares of Common Stock that may be issued
     under the Plan shall not exceed 2,500,000 shares. The aggregate number of
     shares of Common Stock that may be issued to any Holder and/or granted to
     any Grantee under the Plan shall not exceed sixty seven percent 67%) of the
     aggregate number of shares referred to in the preceding sentence. The total
     number of shares issuable upon exercise of all outstanding Options shall
     not exceed a number of shares which is equal to thirty percent (30%) of the
     then outstanding shares of the Corporation. Any of such shares which remain
     unissued and which are not subject to outstanding Options and/or Grants at
     the termination of the Plan shall cease to be subject to the Plan but,
     until termination of the Plan, the Corporation shall at all times reserve a
     sufficient number of shares to meet the requirements of the Plan. Shares
     shall be deemed to have been issued under the Plan only to the extent
     actually issued and delivered pursuant to an Award or Grant. To the extent
     that an Award or Grant lapses or the rights of its Holder or Grantee
     terminate, any shares of Common Stock subject to such Award or Grant shall
     again be available for the grant of an Award or making of a Grant. The
     aggregate number of shares which may be issued under the Plan shall be
     subject to adjustment in the same manner as provided in Section 8 of the
     Plan with respect to shares of Common Stock subject to Options then
     outstanding. Separate stock certificates shall be issued by the Corporation
     for those shares acquired pursuant to a Grant, the exercise of an Incentive
     Stock Option and for those shares acquired pursuant to the exercise of any
     Option which does not constitute an Incentive Stock Option.







(b)  Stock Offered. The stock to be offered pursuant to an Award or Grant may be
     authorized but unissued Common Stock or Common Stock previously issued and
     outstanding and reacquired by the Corporation.


SECTION 6
ELIGIBILITY

An Incentive Stock Option Award made pursuant to the Plan may be granted only to
an individual who, at the time of grant, is an employee of the Corporation, a
Parent Corporation or a Subsidiary. An Award of an Option which is not an
Incentive Stock Option or a Grant of Common Stock may be made to an individual
who, at the time of Award or Grant, is an employee of the Corporation, a Parent
Corporation or a Subsidiary, or to an individual who has been identified by the
Board or Committee or Designated Officer to receive an Award or Grant due to
their contribution or service to the Corporation, including members of the Board
of Directors of the Corporation, a Parent Corporation or a Subsidiary. An Award
or Grant made pursuant to the Plan may be made on more than one occasion to the
same person, and such Award or Grant may include a Common Stock Grant, an
Incentive Stock Option, an Option which is not an Incentive Stock Option, or any
combination thereof. Each Award or Grant shall be evidenced by a written
instrument duly executed by or on behalf of the Corporation.

SECTION 7
STOCK OPTIONS/GRANTS

(a)  Stock Option Agreement. Each Option shall be evidenced by an Option
     Agreement between the Corporation and the Optionee which shall contain such
     terms and conditions as may be approved by the Board or Committee and
     agreed upon by the Holder. The terms and conditions of the respective
     Option Agreements need not be identical. Each Option Agreement shall
     specify the effect of termination of employment, total and permanent
     disability, retirement or death on the exercisability of the Option. Under
     each Option Agreement, a Holder shall have the right to appoint any
     individual or legal entity in writing as his or her beneficiary under the
     Plan in the event of his death. Such designation may be revoked in writing
     by the Holder at any time and a new beneficiary may be appointed in writing
     on the form provided by the Board or Committee for such purpose. In the
     absence of such appointment, the beneficiary shall be the legal
     representative of the Holder's estate.

(b)  Option Period. The term of each Option shall be as specified by the Board
     or Committee at the date of grant and shall be stated in the Option
     Agreement; provided, however, that an option may not be exercised more than
     one hundred twenty (120) months from the date it is granted.







(c)  Limitations on Exercise of Option. Any Option granted hereunder shall be
     exercisable at such times and under such conditions as determined by the
     Board or Committee and as shall be permissible under the terms of the Plan,
     which shall be specified in the Option Agreement evidencing the Option;
     provided, however, that an option shall be exercisable at the rate of at
     least twenty percent (20%) per year over five (5) years from the date it is
     granted. An Option may not be exercised for fractional shares.

(d)  Special Limitations on Incentive Stock Options. To the extent that the
     aggregate Fair Market Value (determined at the time the respective
     Incentive Stock Option is granted) of Common Stock with respect to which
     Incentive Stock Options are exercisable for the first time by an individual
     during any calendar year under all incentive stock option plans of the
     Corporation (and any Parent Corporation or Subsidiary) exceeds One Hundred
     Thousand Dollars ($100,000) (within the meaning of Section 422 of the
     Code), such excess Incentive Stock Options shall be treated as Options
     which do not constitute Incentive Stock Options. The Board or Committee
     shall determine, in accordance with applicable provisions of the Code,
     Treasury Regulations and other administrative pronouncements, which of an
     Optionee's Incentive Stock Options will not constitute Incentive Stock
     Options because of such limitation and shall notify the Optionee of such
     determination as soon as practicable after such determination. No Incentive
     Stock Option shall be granted to an individual if, at the time the Option
     is granted, such individual owns stock possessing more than ten percent
     (10%) of the total combined voting power of all classes of stock of the
     Corporation or of its Parent Corporation or a Subsidiary, within the
     meaning of Section 422(b)(6) of the Code, unless (i) at the time such
     Option is granted the Option price is at least one hundred ten percent
     (110%) of the Fair Market Value of the Common Stock subject to the Option
     and (ii) such Option by its terms is not exercisable after the expiration
     of five years from the date of grant.

(e)  Option Price. The purchase price of Common Stock issued under each Option
     shall be determined by the Board or Committee and shall be stated in the
     Option Agreement, but such purchase price shall, in the case of Incentive
     Stock Options, not be less than the Fair Market Value of Common Stock
     subject to the Option on the date the Option is granted, and, in the case
     of Options which do not constitute Incentive Stock Options, not be less
     than eighty-five percent (85%) of the fair value of the stock at the time
     the option is granted, except that the price shall be one hundred ten
     percent (110%) of the fair value in the case of any person or entity who
     owns stock comprising more than ten percent (10%) of the total combined
     voting power of all classes of stock of the Corporation or its Parent
     Corporation or Subsidiary. Fair value in the case of options that do not
     constitute Incentive Stock Options shall have the same meaning as set forth
     in Section 260.140.50 of the California Code of Regulations.

(f)  Options and Rights in Substitution for Stock Options Made by Other
     Corporations. Options may be granted under the Plan from time to time in







     substitution for stock options held by employees of corporations who
     become, or who became prior to the effective date of the Plan, employees of
     the Corporation, of any Parent Corporation or of any Subsidiary as a result
     of a merger or consolidation of the employing corporation with the
     Corporation, such Parent Corporation or such Subsidiary, or the acquisition
     by the Corporation, a Parent Corporation or a Subsidiary of all or a
     portion of the assets of the employing corporation, or the acquisition by
     the Corporation, a Parent Corporation or a Subsidiary of stock of the
     employing corporation with the result that such employing corporation
     becomes a Subsidiary.


SECTION 8
RECAPITALIZATION OR REORGANIZATION

(a)  Except as hereinafter otherwise provided, Awards or Grants shall be subject
     to adjustment by the Board or Committee at its discretion as to the number
     and price of shares of Common Stock in the event of changes in the
     outstanding Common Stock by reason of stock dividends, stock splits,
     reverse stock splits, reclassifications, recapitalizations,
     reorganizations, mergers, consolidations, combinations, exchanges or other
     relevant changes in capitalization occurring after the date of the grant of
     any such Options or Common Stock.

(b)  The existence of the Plan and the Awards and/or Grants made hereunder shall
     not affect in any way the right or power of the Board or Committee or the
     stockholders of the Corporation to make or authorize any adjustment,
     recapitalization, reorganization or other change in the capital structure
     of the Corporation, a Parent Corporation or a Subsidiary or their business,
     any merger or consolidation of the Corporation, a Parent Corporation or a
     Subsidiary, any issue of debt or equity securities having any priority or
     preference with respect to or affecting Common Stock or the rights thereof,
     the dissolution or liquidation of the Corporation, a Parent Corporation or
     a Subsidiary, or any sale, lease, exchange or other disposition of all or
     any part of their assets or business or any other corporate act or
     proceeding.

(c)  The shares with respect to which Options may be granted are shares of
     Common Stock as presently constituted but if and whenever, prior to the
     expiration of an Option theretofore granted, the Corporation shall effect a
     subdivision or consolidation of shares of Common Stock or the payment of a
     stock dividend on Common Stock without receipt of consideration by the
     Corporation, the number of shares of Common Stock with respect to which
     such Option may thereafter be exercised (i) in the event of an increase in
     the number of outstanding shares shall be proportionately increased, and
     the purchase price per share shall be proportionately reduced, and (ii) in
     the event of a reduction in the number of outstanding shares shall be
     proportionately reduced, and the purchase price per share shall be
     proportionately increased.







(d)  If the Corporation recapitalizes or otherwise changes its capital
     structure, thereafter upon any exercise of an Option theretofore granted,
     the Optionee shall be entitled to purchase under such Option, in lieu of
     the number of shares of Common Stock as to which such Option shall then be
     exercisable, the number and class of shares of stock and securities, and
     the cash and other property to which the Optionee would have been entitled
     pursuant to the terms of the recapitalization if, immediately prior to such
     recapitalization, the Optionee had been the holder of such record of the
     number of shares of Common Stock then covered by such Option.

(e)  In the event of a Corporate Change, unless otherwise deemed to be
     impractical by the Board, then no later than (i) two business days prior to
     any Corporate Change referenced in Clause (i), (ii), (iii), (v) or (vi) of
     the definition thereof or (ii) ten business days after any Corporate Change
     referenced in Clause (iv) of the definition thereof, the Board, acting in
     its sole discretion without the consent or approval of any Optionee or
     Grantee, shall act to effect the following alternatives with respect to
     outstanding Options which acts may vary among individual Optionees and,
     with respect to acts taken pursuant to Clause (i) above, may be contingent
     upon effectuation of the Corporate Change: (A) in the event of a Corporate
     Change referenced in Clauses (i), (ii) and (vi) acceleration of exercise
     for all Options then outstanding so that such Options may be exercised in
     full for a limited period of time on or before a specified date (before or
     after such Corporate Change) fixed by the Board, after which specified date
     all unexercised Options and all rights of Optionees thereunder shall
     terminate; (B) in the event of a Corporate Change referenced in Clauses
     (iii), (iv) and (v) require the mandatory surrender to the Corporation by
     selected Optionees of some or all of the outstanding Options held by such
     Optionees (irrespective of whether such Options are then exercisable under
     the provisions of the Plan) as of a date (before or after such Corporate
     Change) specified by the Board, in which event the Board shall thereupon
     cancel such Options and pay to each Optionee an amount of cash per share
     equal to the excess, if any, of the Change of Control Value of the shares
     subject to such Option over the exercise price(s) under such Options for
     such shares; (C) in the event of a Corporate Change referenced in Clauses
     (iii), (iv) and (v), make such adjustments to Options then outstanding as
     the Board deems appropriate to reflect such Corporate Change (provided,
     however, that the Board may determine in its sole discretion that no
     adjustment is necessary to Options then outstanding); (D) in the event of a
     Corporate Change referenced in Clauses (iii), (iv) and (v), provide that
     thereafter upon any exercise of an Option theretofore granted the Optionee
     shall be entitled to purchase under such Option, in lieu of the number of
     shares of Common Stock as to which such Option shall then be exercisable,
     the number and class of shares of stock or other securities or property
     (including, without limitation, cash) to which the Optionee would have been
     entitled pursuant to the terms of the agreement of merger, consolidation or
     sale of assets or plan of liquidation and dissolution if, immediately prior
     to such merger, consolidation or sale of assets or any distribution in
     liquidation and dissolution of the Corporation, the Optionee had been the
     holder of record of the






     number of shares of Common Stock then covered by such Option; or (E) in the
     event of a Corporate Change referenced in Clauses (iii), (iv) and (v),
     cancel the Options granted if the Fair Market Value of the Common Stock
     underlying the Options is below the Option exercise price.

(f)  Except as hereinbefore expressly provided, issuance by the Corporation of
     shares of stock of any class or securities convertible into shares of stock
     of any class, for cash, property, labor or services, upon direct sale, upon
     the exercise of rights or warrants to subscribe therefor, or upon
     conversion of shares or obligations of the Corporation convertible into
     such shares or other securities, and in any case whether or not for fair
     value, shall not affect, and no adjustment by reason thereof shall be made
     with respect to, the number of shares of Common Stock subject to Options
     theretofore granted, or the purchase price per share of Common Stock
     subject to Options.

SECTION 9
AMENDMENT OR TERMINATION OF THE PLAN

The Board in its discretion may terminate the Plan or any Option or Grant or
alter or amend the Plan or any part thereof or any Option from time to time;
provided that no change in any Award or Grant previously made may be made which
would impair the rights of the Holder or Grantee without the consent of the
Holder or Grantee, and provided further, that the Board may not, without
approval of the stockholders, amend the Plan:

(a)  to increase the aggregate number of shares which may be issued pursuant to
     the provisions of the Plan on exercise or surrender of Options or upon
     Grants;

(b)  to change the minimum Option exercise price;

(c)  to change the class of employees eligible to receive Awards and/or Grants
     or increase materially the benefits accruing to employees under the Plan;

(d)  to extend the maximum period during which Awards may be granted or Grants
     may be made under the Plan;

(e)  to modify materially the requirements as to eligibility for participation
     in the Plan; or

(f)  to decrease any authority granted to the Board hereunder in contravention
     of Rule 16b-3.








SECTION 10
OTHER

(a)  No Right to an Award or Grant. Neither the adoption of the Plan nor any
     action of the Board or Committee or Designated Officer shall be deemed to
     give an employee any right to be granted an Option to purchase Common
     Stock, to receive a Grant or to any other rights hereunder except as may be
     evidenced by an Option Agreement duly executed on behalf of the
     Corporation, and then only to the extent of and on the terms and conditions
     expressly set forth therein. The Plan shall be unfunded. The Corporation
     shall not be required to establish any special or separate fund or to make
     any other segregation of funds or assets to assure the payment of any Award
     or Grant.

(b)  No Employment Rights Conferred. Nothing contained in the Plan or in any
     Award or Grant made hereunder shall (i) confer upon any employee any right
     with respect to continuation of employment with the Corporation or any
     Parent Corporation or Subsidiary, or (ii) interfere in any way with the
     right of the Corporation or any Parent Corporation or Subsidiary to
     terminate his or her employment at any time.

(c)  Other Laws; Withholding. The Corporation shall not be obligated to issue
     any Common Stock pursuant to any Award granted or any Grant made under the
     Plan at any time when the offering of the shares covered by such Award has
     not been registered (or exempted) under the Securities Act of 1933 and such
     other state and federal laws, rules or regulations as the Corporation or
     the Board or Committee deems applicable and, in the opinion of legal
     counsel for the Corporation, there is no exemption from the registration
     requirements of such laws, rules or regulations available for the issuance
     and sale of such shares. No fractional shares of Common Stock shall be
     delivered, nor shall any cash in lieu of fractional shares be paid. The
     Corporation shall have the right to deduct in connection with all Awards or
     Grants any taxes required by law to be withheld and to require any payments
     necessary to enable it to satisfy its withholding obligations. The Board or
     Committee may permit the Holder of an Award or Grant to elect to surrender,
     or authorize the Corporation to withhold shares of Common Stock (valued at
     their Fair Market Value on the date of surrender or withholding of such
     shares) in satisfaction of the Corporation's withholding obligation,
     subject to such restrictions as the Board deems necessary to satisfy the
     requirements of Rule 16b-3.

(d)  No Restriction of Corporate Action. Nothing contained in the Plan shall be
     construed to prevent the Corporation or any Parent Corporation or
     Subsidiary from taking any corporate action which is deemed by the
     Corporation or such Parent Corporation or Subsidiary to be appropriate or
     in its best interest, whether or not such action would have an adverse
     effect on the Plan or any Award made






     under the Plan. No employee, beneficiary or other person shall have any
     claim against the Corporation or any Parent Corporation or Subsidiary as a
     result of such action.

(e)  Restrictions on Transfer. An Award shall not be transferable otherwise than
     by will or the laws of descent and distribution and shall be exercisable
     during the lifetime of the Holder only by such Holder or the Holder's
     guardian or legal representative.

(f)  Effect of Death, Disability or Termination of Employment. The Option
     Agreement or other written instrument evidencing an Award shall specify the
     effect of the death, disability or termination of employment of the Holder
     on the Award; provided, however that an Optionee shall be entitled to
     exercise (i) at least six (6) months from the date of termination of
     employment with the Corporation if such termination is caused by death or
     disability or (ii) at least thirty (30) days from the date of termination
     of employment with the Corporation if such termination is caused by reasons
     other than death or disability.

     All outstanding Incentive Stock Options will automatically be converted to
     a nonqualified stock option if the Optionee does not exercise the Incentive
     Stock Option (i) within three (3) months of the date of termination caused
     by reasons other than death or disability; or (ii) within twelve (12)
     months of the date of termination caused by disability.

(g)  Information to Employees. Optionees and Grantees under the Plan shall
     receive financial statements annually regarding the Corporation during the
     period the options are outstanding. The financial statements provided need
     not comply with Section 260.613 of the California Code of Regulations.

(h)  Rule 16b-3. It is intended that the Plan and any grant of an Award made to
     a person subject to Section 16 of the Exchange Act meet all of the
     requirements of Rule 16b-3. If any provisions of the Plan or any such Award
     would disqualify the Plan or such Award hereunder, or would otherwise not
     comply with Rule 16b-3, such provision or Award shall be construed or
     deemed amended to conform to Rule 16b-3.

(i)  Governing Law. The Plan shall by construed in accordance with the laws of
     the State of California and all applicable federal law. The securities
     issued hereunder shall be governed by and in accordance with the Corporate
     Securities Laws of the State of California.