EXHIBIT 10.12

                         1999 Executive Bonus Program

Objective:  To provide an incentive for key managers in the company to achieve
targeted goals for the company.  Specifically, the company desires to create a
plan that emphasizes three key areas:  financial performance customer
satisfaction, and employee satisfaction.  It is the company's belief that we
must excel in each of the areas to maintain a healthy business.

Eligible Employees:  All company officers, as well as director level managers.

Incentive Payout:  In order to focus  bonus plan participants on the long term
creation of value for shareholders, the plan is based upon awarding stock
bonuses rather than cash.  Stock options will be granted on based on the plan at
the then current option price.  Options will have a standard vesting schedule.

Target amounts:

In 1999, the officer incentive is proposed as 5% assuming an average replacement
grant of 70,000 shares.  Thus the targeted incentive is 3,500 shares.  For 7
officers, the total targeted pool for this incentive is 24,500 shares.

In 1999, the director incentive is proposed as 10% assuming an average
replacement grant of 10,000 shares.  Thus the targeted incentive is 1,000
shares. For 12 directors, the total targeted pool for this incentive is 12,000
shares.

New hires during the year will be added to the pool and share from the pool on a
pro rata basis.

Metrics:
Financial performance:  The company plans to use revenue as the key metric.

Customer Satisfaction:  The company has  developed a series of metrics that it
believes to be integral to delivering customer satisfaction.  The proposal is to
include 2 of these metrics in the bonus program.  These 2 metrics would be ASAF
for systems in the field and timely delivery of new product releases.

Employee Satisfaction:  The company plans to use the annual employee survey as
the key metric.

Program Structure:

Financial performance: The 1999 plan would pay 100% of targeted incentive if the
company reaches its targeted revenue plan.  At 80% of plan, the bonus would be
zero.  At 120% of targeted revenue, the plan would pay 200% of targeted
incentive.  Actual performance between these amounts would be interpolated.
Performance beyond this amount would be extrapolated with no cap to the bonus
amount.  Thus at 140% of revenue plan, the bonus plan would pay 300% of targeted
amount.

At 100% of revenue target, the plan would pay officers 2,750 shares and pay
directors 700 shares.

Customer Satisfaction:  The 1999 plan would pay an MBO based on 2 metrics.  The
targeted amount for each metric is 500 for officers and 250 for directors.  Thus
the annual customer satisfaction bonus would 500 shares for an officer and the
total annual amount for a director would be 200 shares.    The bonus will be
paid out on an annual basis.

The first metric would be general availability of targeted releases in June of
'99 and November of '99.  The second metric would be achievement of system ASAF
of .9999.

Employee Satisfaction:  The 1999 plan will pay on the basis of improvement in
the annual employee satisfaction survey.  If the survey profile taken in Q1 of
2000 improves over the profile taken in Q1 of 1999, the annual employee
satisfaction  bonus would be 250 shares for officers and 100 shares for a
director.