EXHIBIT 10.0

                         ACCELACORP 1, INC.
                        EQUITY INCENTIVE PLAN


                              SECTION 1
                             INTRODUCTION

          1.1  Establishment.  Accelacorp 1, Inc., a California corporation
(hereinafter referred to, as the "Company"), hereby establishes the Accelacorp
1, Inc. Equity Incentive Plan (the "Plan") for certain key employees of the
Company.

          1.2  Purposes.  The purposes of the Plan are to attract and retain
the best available personnel for positions of substantial responsibility, to
provide additional incentive to Eligible Employees and Consultants of the
Company and to create in such Eligible Employees and Consultants a more direct
interest in the future success of the operations of the Company by relating
incentive compensation to increases in stockholder value, so that the income
of Eligible Employees and Consultants is more closely aligned with the income
of the Company's stockholders.


                              SECTION 2
                             DEFINITIONS

          2.1  Definitions.  The following terms shall have the meanings set
forth below:

                    (a)  "Award" means a grant made under this Plan in the form
of Stock, Options, or Restricted Stock.

                    (b)  "Board" means the Board of Directors of the Company.

          (c)  "Consultant" means any person, including an advisor, who is
engaged by the Company to render services and is compensated for such
services, and any director of the Company whether compensated for such
services or not; provided that the term Consultant shall not include directors
who are not compensated for their services or are paid only a director's fee
by the Company.

          (d)  "Effective Date" means the effective date of the Plan.

                    (e)  "Eligible Employees" means full-time key employees
(including, without limitation, officers and directors who are also employees)
of the Company upon whose judgment, initiative and efforts the Company is, or
will be, important to the successful conduct of its business.

                    (f)  "Fair Market Value" means the officially quoted closing
price of the Stock on the Nasdaq Stock Market, or if the Stock is listed on a
securities exchange, the last reported sales price of the Stock on such
exchange which shall be for consolidated trading if applicable to such
exchange, or if neither so reported or listed, the last reported bid price of
the Stock.  If the Stock is not publicly traded, the Fair Market Value of the
Stock on any date shall be determined in good faith by the Incentive Plan
Committee after such consultation with outside legal, accounting and other
experts as the Incentive Plan Committee may deem advisable, and the Committee
shall maintain a written record of its method of determining such value.

          (g)  "Incentive Plan Committee" means a committee consisting of at
least two disinterested members of the Board who are empowered hereunder to
take actions in the administration of the Plan.  The Incentive Plan Committee
shall be so constituted at all times as to permit the Plan to comply with Rule
16b-3 or any successor rule promulgated under the Securities Exchange Act of
1934 (the "1934 Act").  Members of the Incentive Plan Committee shall be
appointed from time to time by the Board, shall serve at the pleasure of the
Board, and may resign at any time upon written notice to the Board.

          (h)  "Incentive Stock Option" means any Option designated as such
and granted in accordance with the requirements of Section 422 of the Internal
Revenue Code.

          (i)  "Internal Revenue Code" means the Internal Revenue Code of
1986, as it may be amended from time to time.

          (j)  "Non-Statutory Option" means any Option other than an
Incentive Stock Option.

          (k)  "Option" means a right to purchase Stock at a stated price
for a specified period of time.

          (l)  "Option Price" means the price at which shares of Stock
subject to an Option may be purchased, determined in accordance with
subsection 7.2(b).

          (m)  "Participant" means an Eligible Employee or Consultant to the
Company designated by the Incentive Plan Committee from time to time during
the term of the Plan to receive one or more Awards under the Plan.

          (n)  "Plan Year" means each 12-month period beginning January 1
and ending December 31, except that for the first year of the Plan it shall
begin on the Effective Date.

          (o)  "Restricted Stock" means Stock granted under Section 9 that
is subject to restrictions imposed pursuant to said Section.

          (p)  "Share" means a share of Stock.

          (q)  "Stock" means the common stock, no par value, of the Company.

          2.2  Gender and Number.  Except when otherwise indicated by the
context, the masculine gender shall also include the feminine gender, and the
definition of any term herein in the singular shall also include the plural.


                              SECTION 3
                         PLAN ADMINISTRATION

     The Plan shall be administered by the Incentive Plan Committee.  In
accordance with the provisions of the Plan, the Incentive Plan Committee
shall, in its sole discretion, select Participants from among the Eligible
Employees and Consultants to whom Awards will be granted, the form of each
Award, the amount of each Award and any other terms and conditions of each
Award as the Incentive Plan Committee may deem necessary or desirable and
consistent with the terms of the Plan.  The Incentive Plan Committee shall
determine the form or forms of the agreements with participants which shall
evidence the particular provisions, terms, conditions, rights and duties of
the Company and the Participants with respect to Awards granted pursuant to
the Plan, which provisions need not be identical except as may be provided
herein.  The Incentive Plan Committee may from time to time adopt such rules
and regulations for carrying out the purposes of the Plan as it may deem
proper and in the best interests of the Company.  The Incentive Plan Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or in any agreement entered into hereunder in the manner and to the
extent it shall deem expedient and it shall be the sole and final judge of
such expediency.  No member of the Incentive Plan Committee shall be liable
for any action or determination made in good faith, and all members of the
Committee shall, in addition to their rights as directors, be fully protected
by the Company with respect to any such action, determination or
interpretation.  The determination, interpretations and other actions of the
Incentive Plan Committee pursuant to the provisions of the Plan shall be
binding and conclusive for all purposes and on all persons.


                              SECTION 4
                      STOCK SUBJECT TO THE PLAN

          4.1  Number of Shares.  The maximum aggregate number of Shares which
may be authorized for issuance under the Plan in accordance with the
provisions of the Plan and subject to such restrictions or other provisions as
the Incentive Plan Committee may from time to time deem necessary is one
million (1,000,000).  The Shares may be divided among the various Plan
components as the Incentive Plan Committee shall determine.  Shares which may
be issued upon the exercise of Options shall be applied to reduce the maximum
number of Shares remaining available for use under the Plan.  The Company
shall at all times during the term of the Plan and while any Options are
outstanding retain as authorized and unissued Stock, or as treasury Stock, at
least the number of Shares from time to time required under the provisions of
the Plan, or otherwise assure itself of its ability to perform its obligations
hereunder.

          4.2  Unused and Forfeited Stock.  Any Shares that are subject to an
Award under this Plan which are not used because the terms and conditions of
the Award are not met, including any Shares that are subject to an Option
which expires or is terminated for any reason, any Shares which are used for
full or partial payment of the purchase price of Shares with respect to which
an Option is exercised and any Shares retained by the Company pursuant to
Section 15.2 shall automatically become available for use under the Plan.

          4.3  Adjustments for Stock Split, Stock Dividend, Etc.  If the
Company shall at any time increase or decrease the number of its outstanding
Shares or change in any way the rights and privileges of such Shares by means
of the payment of a stock dividend or any other distribution upon such Shares
payable in Stock, or through a stock split, subdivision, consolidation,
combination, reclassification or recapitalization involving the Stock, then in
relation to the Stock that is affected by one or more of the above events, the
numbers, rights and privileges of the following shall be increased, decreased
or changed in like manner as if they had been issued and outstanding, fully
paid and nonassessable at the time of such occurrence:  (i) the shares of
Stock as to which Awards may be granted under the Plan; and (ii) the Shares of
Stock then included in each outstanding Option granted hereunder.

          4.4  Dividend Payable in Stock of Another Corporation, Etc.  If the
Company shall at any time pay or make any dividend or other distribution upon
the Stock payable in securities of another corporation or other property
(except money or Stock), a proportionate part of such securities or other
property shall be set aside and delivered to any Participant then holding an
Award for the particular type of Stock for which the dividend or other
distribution was made, upon exercise thereof in the case of Options, and the
vesting thereof in the case of other Awards.  Prior to the time that any such
securities or other property are delivered to a Participant in accordance with
the foregoing, the Company shall be the owner of such securities or other
property and shall have the right to vote the securities, receive any
dividends payable on such securities, and in all other respects shall be
treated as the owner.  If securities or other property which have been set
aside by the Company in accordance with this Section are not delivered to a
Participant because an Award is not exercised or otherwise vested, then such
securities or other property shall remain the property of the Company and
shall be dealt with by the Company as it shall determine in its sole
discretion.

          4.5  Other Changes in Stock.  In the event there shall be any
change, other than as specified in Sections 4.3 and 4.4, in the number or kind
of outstanding shares of Stock or of any stock or other securities into which
the Stock shall be changed or for which it shall have been exchanged, and if
the Incentive Plan Committee shall in its discretion determine that such
change equitably requires an adjustment in the number or kind of Shares
subject to outstanding Awards or which have been reserved for issuance
pursuant to the Plan but are not then subject to an Award, then such
adjustments shall be made by the Incentive Plan Committee and shall be
effective for all purposes of the Plan and on each outstanding Award that
involves the particular type of stock for which a change was effected.

           4.6  Rights to Subscribe.  If the Company shall at any time grant
to the holders of its Stock rights to subscribe pro rata for additional shares
thereof or for any other securities of the Company or of any other
corporation, there shall be reserved with respect to the Shares then subject
to an Award held by any Participant of the particular class of Stock involved,
the Stock or other securities which the Participant would have been entitled
to subscribe for if immediately prior to such grant the Participant had
exercised his entire Option, or otherwise vested in his entire Award.  If,
upon exercise of any such Option or the vesting of any other Award, the
Participant subscribes for the additional Stock or other securities, the
Participant shall pay to the Company the price that is payable by the
Participant for such Stock or other securities.

          4.7  General Adjustment Rules.  If any adjustment or substitution
provided for in this Section 4 shall result in the creation of a fractional
Share under any Award, the Company shall, in lieu of selling or otherwise
issuing such fractional Share, pay to the Participant a cash sum in an amount
equal to the product of such fraction multiplied by the Fair Market Value of a
Share on the date the fractional Share would otherwise have been issued.  In
the case of any such substitution or adjustment affecting an Option, the total
Option Price for the shares of Stock then subject to an Option shall remain
unchanged but the Option Price per share under each such Option shall be
equitably adjusted by the Incentive Plan Committee to reflect the greater or
lesser number of shares of Stock or other securities into which the Stock
subject to the Option may have been changed.

          4.8  Determination by Incentive Plan Committee, Etc.  Adjustments
under this Section 4 shall be made by the Incentive Plan Committee, whose
determinations with regard thereto shall be final and binding upon all parties
thereto.


                              SECTION 5
                    REORGANIZATION OR LIQUIDATION

          In the event that the Company is merged or consolidated with another
corporation (other than a merger or consolidation in which the Company is the
continuing corporation and which does not result in any reclassification or
change of outstanding Shares), or if all or substantially all of the assets or
more than 50% of the outstanding voting stock of the Company is acquired by
any other corporation, business entity or person (other than a sale or
conveyance in which the Company continues as a holding company of an entity or
entities that conduct the business or businesses formerly conducted by the
Company), or in case of a reorganization (other than a reorganization under
the United States Bankruptcy Code) or liquidation of the Company, and if the
provisions of Section 11 do not apply, the Incentive Plan Committee, or the
board of directors of any corporation assuming the obligations of the Company,
shall have the power and discretion to prescribe the terms and conditions for
the exercise of, or modification of, any outstanding Awards granted hereunder.
By way of illustration, and not by way of limitation, the Incentive Plan
Committee may provide for the complete or partial acceleration of the dates of
exercise of the Options, or may provide that such Options will be exchanged or
converted into options to acquire securities of the surviving or acquiring
corporation, or may provide for a payment or distribution in respect of
outstanding Options (or the portion thereof that is currently exercisable) in
cancellation thereof.  The Incentive Plan Committee may remove restrictions on
Restricted Stock and may modify the performance requirements for any other
Awards.  The Incentive Plan Committee may provide that Stock or other Awards
granted hereunder must be exercised in connection with the closing of such
transaction, and that if not so exercised such Awards will expire.  Any such
determinations by the Incentive Plan Committee may be made generally with
respect to all Participants, or may be made on a case-by-case basis with
respect to particular Participants.  The provisions of this Section 5 shall
not apply to any transaction undertaken for the purpose of reincorporating the
Company under the laws of another jurisdiction, if such transaction does not
materially affect the beneficial ownership of the Company's capital stock.


                              SECTION 6
                            PARTICIPATION

          Participants in the Plan shall be those Eligible Employees or
Consultants who, in the judgment of the Incentive Plan Committee, are
performing, or during the term of their incentive arrangement will perform,
important services in the management, operation and
development of the Company, and significantly contribute, or are expected to
significantly contribute, to the achievement of long-term corporate economic
objectives. Participants may be granted from time to time one or more Awards;
provided, however, that the grant of each such Award shall be separately
approved by the Incentive Plan Committee, and receipt of one such Award shall
not result in automatic receipt of any other Award, and written notice shall
be given to such person, specifying the terms, conditions, rights and duties
related thereto; and further provided that Incentive Stock Options shall not
be granted to Consultants or to Eligible Employees who are not permitted to
receive Incentive Stock Options under the Internal Revenue Code.  Each
Participant shall enter into an agreement with the Company, in such form as
the Incentive Plan Committee shall determine and which is consistent with the
provisions of the Plan, specifying such terms, conditions, rights and duties.
Awards shall be deemed to be granted as of the date specified in the grant
resolution of the Incentive Plan Committee, which date shall be the date of
any related agreement with the Participant.  In the event of any inconsistency
between the provisions of the Plan and any such agreement entered into
hereunder, the provisions of the Plan shall govern.

                              SECTION 7
                            STOCK OPTIONS

          7.1  Grant of Options.  Coincident with the following designation
for participation in the Plan, a Participant may be granted one or more
Options.  The Incentive Plan Committee in its sole discretion shall designate
whether an Option is to be considered an Incentive Stock Option or a
Non-Statutory Option.  The Incentive Plan Committee may grant both an
Incentive Stock Option and a Non-Statutory Option to the same Participant at
the same time or at different times.  Incentive Stock Options and
Non-Statutory Options, whether granted at the same or different times, shall
be deemed to have been awarded in separate grants, shall be clearly
identified, and in no event shall the exercise of one Option affect the right
to exercise any other Option or affect the number of Shares for which any
other Option may be exercised.

          7.2  Option Agreements.  Each Option granted under the Plan shall be
evidenced by a written stock option agreement which shall be entered into by
the Company and the Participant to whom the Option is granted (the "Option
Holder"), and which shall contain the following terms and conditions, as well
as such other terms and conditions not inconsistent therewith, as the
Incentive Plan Committee may consider appropriate in each case.

          (a)  Number of Shares.  Each stock option agreement shall state
that it covers a specified number of Shares, as determined by the Incentive
Plan Committee.  Notwithstanding any other provision of the Plan, the
aggregate Fair Market Value of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by an Option Holder in any
calendar year, under the Plan or otherwise, shall not exceed $100,000.  For
this purpose, the Fair Market Value of the Shares shall be determined as of
the time an Option is granted.

          (b)  Price.  The price at which each Share covered by an Option
may be purchased shall be determined in each case by the Incentive Plan
Committee and set forth in the stock option agreement, but in no event shall
the Option Price for each Share covered by an Incentive Stock Option be less
than the Fair Market Value of the Stock on the date the Option is granted;
provided that the Option Price for each Share covered by a Non-Statutory
Option may be granted at any price less than Fair Market Value, in the sole
discretion of the Incentive Plan Committee.  In addition, the Option Price for
each Share covered by an Incentive Stock Option granted to an Eligible
Employee who then owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any parent or
subsidiary corporation of the Company must be at least 110% of the Fair Market
Value of the Stock subject to the Incentive Stock Option on the date the
Option is granted.

          (c)  Duration of Options.  Each stock option agreement shall state
the period of time, determined by the Incentive Plan Committee, within which
the Option may be exercised by the Option Holder (the "Option Period").  The
Option Period must expire, in all cases, not more than 10 years from the date
an Option is granted; provided, however, that the Option Period of an Option
granted to an Eligible Employee or Consultant who then owns stock possessing
more than 10% of the total combined voting power of all classes of stock of
the Company or any parent or subsidiary corporation of the Company must expire
not more than five years from the date such an Option is granted.  Each stock
option agreement shall also state the periods of time, if any, as determined
by the Incentive Plan Committee, when incremental portions of each Option
shall vest.  Except as provided in Sections 5 and 10, no portion of any Option
shall vest before six months after the date of grant of the Option.

          (d)  Termination of Employment, Death, Disability, Etc. Except as
otherwise determined by the Incentive Plan Committee, each stock option
agreement shall provide as follows with respect to the exercise of the Option
upon termination of the employment or the death of the Option Holder:

               (i) If the employment of the Option Holder is terminated
within the Option Period for cause, as determined by the Company, the Option
shall thereafter be void for all purposes.  As used in this subsection 7.2(d),
"cause" shall mean a gross violation, as determined by the Company, of the
Company's established policies and procedures.  The effect of this subsection
7.2(d)(i) shall be limited to determining the consequences of a termination,
and nothing in this subsection 7.2(d)(i) shall restrict or otherwise interfere
with the Company's discretion with respect to the termination of any employee.

               (ii) If the Option Holder terminates his employment with the
Company in a manner determined by the Board, in its sole discretion, to
constitute retirement (which determination shall be communicated to the Option
Holder within 10 days of such termination), the Option may be exercised by the
Option Holder, or in the case of death by the persons specified in subsection
(iii) of this subsection 7.2(d), within three months following his or her
retirement if the Option is an Incentive Stock Option or within twelve months
following his or her retirement if the Option is a Non-Statutory Stock Option
(provided in each case that such exercise must occur within the Option
Period), but not thereafter.  In any such case, the Option may be exercised
only as to the Shares as to which the Option had become exercisable on or
before the date of the Option Holder's termination of employment.

               (iii) If the Option Holder dies, or if the Option Holder
becomes disabled (within the meaning of Section 22(e) of the Internal Revenue
Code), during the Option Period while still employed, or within the
three-month period referred to in (iv) below, or within the three or 12-month
period referred to in (ii) above, the Option may be exercised by those
entitled to do so under the Option Holder's will or by the laws of descent and
distribution within 12 months following the Option Holder's death or
disability, but not thereafter.  In any such case, the Option may be exercised
only as to the Shares as to which the Option had become exercisable on or
before the date of the Option Holder's death or disability.

               (iv) If the employment of the Option Holder by the Company
is terminated (which for this purpose means that the Option Holder is no
longer employed by the Company) within the Option Period for any reason other
than cause, retirement as provided in (ii) above, disability or the Option
Holder's death, the Option may be exercised by the Option Holder within three
months following the date of such termination (provided that such exercise
must occur within the Option Period), but not thereafter.  In any such case,
the Option may be exercised only as to the Shares as to which the Option had
become exercisable on or before the date of termination of employment.

          (e)  Transferability.  Each stock option agreement shall provide
that the Option granted therein is not transferable by the Option Holder
except by will or pursuant to the laws of descent and distribution, and that
such Option is exercisable during the Option Holder's lifetime only by him  or
her, or in the event of disability or incapacity, by his or her guardian or
legal representative.

          (f)  Exercise, Payments, Etc.

               (i) Each stock option agreement shall provide that the
method for exercising the Option granted therein shall be by delivery to the
Corporate Secretary of the Company of written notice specifying the number of
Shares with respect to which such Option is exercised (which must be in an
amount evenly divisible by 100) and payment of the Option Price.  Such notice
shall be in a form satisfactory to the Incentive Plan Committee and shall
specify the particular Option (or portion thereof) which is being exercised
and the number of Shares with respect to which the Option is being exercised.
The exercise of the Option shall be deemed effective upon receipt of such
notice by the Corporate Secretary and payment to the Company.  The purchase of
such Stock shall take place at the principal offices of the Company upon
delivery of such notice, at which time the purchase price of the Stock shall
be paid in full by any of the methods or any combination of the methods set
forth in (ii) below.  A properly executed certificate or certificates
representing the Stock shall be issued by the Company and delivered to the
Option Holder.  If certificates representing Stock are used to pay all or part
of the Option Price, separate certificates for the same number of shares of
Stock shall be issued by the Company and delivered to the Option Holder
representing each certificate used to pay the Option Price, and an additional
certificate shall be issued by the Company and delivered to the Option Holder
representing the additional shares, in excess of the Option Price, to which
the Option Holder is entitled as a result of the exercise of the Option.

               (ii) The exercise price shall be paid by any of the
following methods or any combination of the following methods:

                    (A)    in cash;

                    (B)    by cashier's check payable to the order
of the Company;

                    (C)    by delivery to the Company of certificates
representing the number of Shares then owned by the Option Holder, the Fair
Market Value of which equals the purchase price of the Stock purchased
pursuant to the Option, properly endorsed for transfer to the Company;
provided however, that Shares used for this purpose must have been held by the
Option Holder for such minimum period of time as may be established from time
to time by the Incentive Plan Committee; for purposes of this Plan, the Fair
Market Value of any Shares delivered in payment of the purchase price upon
exercise of the Option shall be the Fair Market Value as of the exercise date;
the exercise date shall be the day the delivery of the certificates for the
Stock used as payment of the Option Price; or

                    (D)    by delivery to the Company of a properly
executed notice of exercise together with irrevocable instructions to a broker
to deliver to the  Company promptly the amount of the proceeds of the sale of
all or a portion of the Stock or of a loan from the broker to the Option
Holder necessary to pay the exercise price.

               (iii) In the discretion of the Incentive Plan Committee, the
Company may guaranty a third-party loan obtained by a Participant to pay part
or all of the Option Price of the Shares provided that such loan or the
Company's guaranty is secured by the Shares.

          (g)  Date of Grant.  An option shall be considered as having been
granted on the date specified in the grant resolution of the Incentive Plan
Committee.

          (h)  Withholding.

                         (A)    Non-Statutory Options.  Each stock option
agreement covering Non-Statutory Options shall provide that, upon exercise of
the Option, the Option Holder shall make appropriate arrangements with the
Company to provide for the amount of additional withholding required by
applicable federal and state income tax laws, including payment of such taxes
through delivery of Stock or by withholding Stock to be issued under the
Option, as provided in Section 15.

               (B)    Incentive Options.  In the event that a Participant
makes a disposition (as defined in Section 424(c) of the Internal Revenue
Code) of any Stock acquired pursuant to the exercise of an Incentive Stock
Option prior to the expiration of two years from the date on which the
Incentive Stock Option was granted or prior to the expiration of one year from
the date on which the Option was exercised, the Participant shall send written
notice to the Company at its principal office in Los Angeles, California
(Attention:  Corporate Secretary) of the date of such disposition, the number
of shares disposed of, the amount of proceeds received from such disposition,
and any other information relating to such disposition as the Company may
reasonably request.  The Participant shall, in the event of such a
disposition, make appropriate arrangements with the Company to provide for the
amount of additional withholding, if any, required by applicable federal and
state income tax laws.

               (i)  Adjustment of Options.  Subject to the limitations
contained in Sections 7 and 14, the Incentive Plan Committee may make any
adjustment in the Option Price, the number of shares subject to, or the terms
of, an outstanding Option and a subsequent granting of an
Option by amendment or by substitution of an outstanding Option.  Such
amendment, substitution, or re-grant may result in terms and conditions
(including Option Price, number of shares covered, vesting schedule or
exercise period) that differ from the terms and conditions of the original
Option.  The Incentive Plan Committee may not, however, adversely affect the
rights of any Participant to previously granted Options without the consent of
such Participant.  If such action is affected by amendment, the effective date
of such amendment shall be the date of the original grant.

     7.3  Stockholder Privileges.  No Option Holder shall have any rights as
a stockholder with respect to any Shares covered by an Option until the Option
Holder becomes the holder of record of such Stock, and no adjustments shall be
made for dividends or other distributions or other rights as to which there is
a record date preceding the date such Option Holder becomes the holder of
record of such Stock, except as provided in Section 4.


                              SECTION 8
                      STOCK APPRECIATION RIGHTS

     If an agreement evidencing an Option so provides, an Option granted
under this Plan (herein sometimes referred to as the "corresponding option")
may include the right (a "Stock Appreciation Right") to receive an amount
equal to some or all of the excess of the Fair Market Value of the Shares
subject to unexercised portions of the corresponding option over the aggregate
exercise price for such Shares under the corresponding option as of the date
the Stock Appreciation Right is exercised.  The amount payable upon exercise
of a Stock Appreciation Right may be paid in cash or in shares of the class
then subject to the corresponding option (valued on the basis of their Fair
Market Value), or in a combination of cash and such shares so valued.  No
Stock Appreciation Right may be exercised in whole or in part (a) other than
in connection with the contemporaneous surrender without exercise of such
corresponding option, or the portion thereof that corresponds to the portion
of the Stock Appreciation Right being exercised, or (b) except to the extent
that the corresponding option or such portion thereof is exercisable on the
date of exercise of the Stock Appreciation Right by the person exercising the
Stock Appreciation Right, or (c) unless the class of stock then subject to the
corresponding option is then "publicly traded".  For this purpose, a class of
stock is "publicly traded" if it is listed or admitted to unlisted trading
privileges on a national securities exchange or if sales or bid and offer
quotations therefor are reported on the Nasdaq Stock Market or on any then
operative successor to the Nasdaq Stock Market.


                              SECTION 9
                       RESTRICTED STOCK AWARDS

          9.1  Awards Granted by Incentive Plan Committee.  Coincident with or
following designation for participation in the Plan, a Participant may be
granted one or more Restricted Stock Awards consisting of Shares.  The number
of Shares granted as a Restricted Stock Award shall be determined by the
Incentive Plan Committee.

          9.2  Restrictions.  A Participant's right to retain a Restricted
Stock Award granted to him under Section 9.1 shall be subject to such
restrictions, including but not limited to his continuous employment by the
Company for a restriction period specified by the Incentive Plan Committee, or
the attainment of specified performance goals and objectives, as may be
established by the Incentive Plan Committee with respect to such award.  The
Incentive Plan Committee may in its sole discretion require different periods
of employment or different performance goals and objectives with respect to
different Participants, to different Restricted Stock Awards or to separate,
designated portions of the Shares constituting a Restricted Stock Award.

     9.3  Privileges of a Stockholder, Transferability.  A Participant shall
have all voting, dividend, liquidation and other rights with respect to Stock
in accordance with its terms received by him as a Restricted Stock Award under
this Section 9 upon his becoming the holder of record of such Stock; provided,
however, that the Participant's right to sell, encumber or otherwise transfer
such Stock shall be subject to the limitations of Section 11.2 hereof.

     9.4  Enforcement of Restrictions.  The Incentive Plan Committee may in
its sole discretion require one or more of the following methods of enforcing
the restrictions referred to in Sections 9.2 and 9.3:

          (a)  Placing a legend on the stock certificates referring to the
restrictions;

          (b)  Requiring the Participant to keep the stock certificates,
duly endorsed, in the custody of the Company while the restrictions remain in
effect; or

          (c)  Requiring that the stock certificates, duly endorsed, be held
in the custody of a third party while the restrictions remain in effect.

     9.5  Termination of Employment, Death, Disability, Etc.  In the event of
the death or disability (within the meaning of Section 22(e) of the Internal
Revenue Code) of a Participant, or the retirement of a Participant as provided
in Section 7.2(d)(ii), all employment period and other restrictions applicable
to Restricted Stock Awards then held by him shall lapse, and such awards shall
become fully nonforfeitable.  Subject to Sections 5 and 10, in the event of a
Participant's termination of employment for any other reason, any Restricted
Stock Awards as to which the employment period or other restrictions have not
been satisfied shall be forfeited.


                              SECTION 10
                          CHANGE IN CONTROL

     10.1  Options, Restricted Stock.  In the event of a change in control of
the Company as defined in Section 10.2, then the Incentive Plan Committee may,
in its sole discretion, without obtaining stockholder approval, to the extent
permitted in Section 14, take any or all of the following actions:  (a)
accelerate the exercise dates of any outstanding Options or make all such
Options fully vested and exercisable; (b) grant a cash bonus award to any
Option Holder in an amount necessary to pay the Option Price of all or any
portion of the Options then held by such Option Holder; (c) pay cash to any or
all Option Holders in exchange for the cancellation of their outstanding
Options in an amount equal to the difference between the Option Price of such
Options and the greater of the tender offer price for the underlying Stock or
the Fair Market Value of the Stock on the date of the cancellation of the
Options; (d) make any other adjustments or amendments to the outstanding
Options and (e) eliminate all restrictions with respect to Restricted Stock
and deliver Shares free of restrictive legends to any Participant.

     10.2  Definition.  For purposes of the Plan, a "change in control" shall
be deemed to have occurred if (a) any "person" or "group" (within the meaning
of Sections 13(d) and 14(d)(2) of the 1934 Act), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company
becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of more than 33-1/3 percent of the then outstanding
voting stock of the Company; or (b) at any time during any period of three
consecutive years (not including any period prior to the Effective Date),
individuals who at the beginning of such period constitute the Board (and any
new director whose election by the Board or whose nomination for election by
the Company's stockholders was approved by a vote of at least two-thirds of
the directors then still in office who either were directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority thereof; or (c) the
stockholders of the Company approve 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) at least 80% of the
combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation,
or the stockholders approve a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.


                              SECTION 11
                  RIGHTS OF EMPLOYEES; PARTICIPANTS

     11.1  Employment.  Nothing contained in the Plan or in any Award granted
under the Plan shall confer upon any Participant any right with respect to the
continuation of his or her employment by the Company, or interfere in any way
with the right of the Company, subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the compensation of the Participant from the rate in
existence at the time of the grant of an Award.  Whether an authorized leave
of absence, or absence in military or government service, shall constitute a
termination of employment shall be determined by the Incentive Plan Committee
at the time.
     11.2  Nontransferability.  No right or interest of any Participant in an
Award granted pursuant to the Plan shall be assignable or transferable during
the lifetime of the Participant, either voluntarily or involuntarily, or be
subjected to any lien, directly or indirectly, by operation of law, or
otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy. In the event or a Participant's death, a Participant's rights and
interests in Options shall, to the extent provided in Section 7, be
transferable by testamentary will or the laws of descent and distribution, and
payment of any amounts due under the Plan shall be made to, and exercise of
any Options may be made by, the Participant's legal representatives, heirs or
legatees.  If in the opinion of the Incentive Plan Committee a person entitled
to payments or to exercise rights with respect to the Plan is disabled from
caring for his affairs because of mental condition, physical condition or age,
payment due such person may be made to, and such rights shall be exercised by,
such person's guardian, conservator or other legal personal representative
upon furnishing the Incentive Plan Committee with evidence satisfactory to the
Incentive Plan Committee of such status.


                              SECTION 12
                         GENERAL RESTRICTIONS

     12.1  Investment Representations.  The Company may require any person to
whom an Option or other Award is granted, as a condition of exercising such
Option or receiving Stock under the Award, to give written assurances in
substance and form satisfactory to the Company and its counsel to the effect
that such person is acquiring the Stock subject to the Option or the Award for
his own account for investment and not with any present intention of selling
or otherwise distributing the same, and to such other effects as the Company
deems necessary or appropriate in order to comply with federal and applicable
state securities laws.  Legends evidencing such restrictions may be placed on
the certificates evidencing the Stock.

     12.2  Compliance with Securities Laws.  Each Award shall be subject to
the requirement that, if at any time counsel to the Company shall determine
that the listing, registration or qualification of the Shares subject to such
Award upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, is necessary as a
condition of, or in connection with, the issuance or purchase of Shares
thereunder, such Award may not be accepted or exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained on conditions acceptable to the Incentive Plan
Committee.  Nothing herein shall be deemed to require the Company to apply for
or to obtain such listing, registration or qualification.

     12.3  Stock Restriction Agreement.  The Incentive Plan Committee may
provide that shares of Stock issuable upon the exercise of an Option shall,
under certain conditions, be subject to restrictions whereby the Company has a
right of first refusal with respect to such shares or a right or obligation to
repurchase all or a portion of such shares, which restrictions may survive a
Participant's term of employment with the Company.  The acceleration of time
or times at which an Option becomes exercisable may be conditioned upon the
Participant's agreement to such restrictions.


                              SECTION 13
                       OTHER EMPLOYEE BENEFITS

     The amount of any compensation deemed to be received by a Participant as
a result of the exercise of an Option or the grant or vesting of any other
Award shall not constitute "earnings" with respect to which any other employee
benefits of such employee are determined, including without limitation
benefits under any pension, profit sharing, life insurance or salary
continuation plan.


                              SECTION 14
             PLAN AMENDMENT, MODIFICATION AND TERMINATION

     The Board may at any time terminate, and from time-to-time may amend or
modify, the Plan provided, however, that no amendment or modification may
become effective without approval of the amendment or modification by the
stockholders if stockholder approval is required to enable the Plan to satisfy
any applicable statutory or regulatory requirements, or if the Company, on the
advice of counsel, determines that stockholder approval is otherwise necessary
or desirable.

     No amendment, modification or termination of the Plan shall in any
manner adversely affect any Awards theretofore granted under the Plan, without
the consent of the Participant holding such Awards.


                              SECTION 15
                             WITHHOLDING

     15.1  Withholding Requirement.  The Company's obligations to deliver
Shares upon the exercise of an Option, or upon the vesting of any other Award,
shall be subject to the Participant's satisfaction of all applicable federal,
state and local income and other tax withholding requirements.

     15.2  Withholding With Stock.  At the time the Incentive Plan Committee
grants an Award, it may, in its sole discretion, grant the Participant an
election to pay all such amounts of tax withholding, or any part thereof, by
electing to transfer to the Company, or to have the Company withhold from
Shares otherwise issuable to the Participant, Shares having a value equal to
the amount required to be withheld or such lesser amount as may be elected by
the Participant.  All elections shall be subject to the approval or
disapproval of the Incentive Plan Committee.  The value of Shares to be
withheld shall be based on the Fair Market Value of the Stock on the date that
the amount of tax to be withheld is to be determined (the "Tax Date").  Any
such elections by Participants to have Shares withheld for this purpose will
be subject to the following restrictions:

          (a)  All elections must be made prior to the Tax Date.

          (b)  All elections shall be irrevocable.

          (c)  If the Participant is an officer or director of the Company
within the meaning of Section 16 of the 1934 Act ("Section 16"), the
Participant must satisfy the requirements of such Section 16 and any
applicable rules thereunder with respect to the use
of Stock to satisfy such tax withholding obligation.


                              SECTION 16
                        BROKERAGE ARRANGEMENTS

     The Incentive Plan Committee, in its discretion, may enter into
arrangements with one or more banks, brokers or other financial institutions
to facilitate the disposition of shares acquired upon exercise of Stock
Options, including, without limitation, arrangements for the simultaneous
exercise of Stock Options and sale of the Shares acquired upon such exercise.


                              SECTION 17
                      NONEXLUSIVITY OF THE PLAN

     Neither the adoption of the Plan by the Board nor the submission of the
Plan to stockholders of the Company for approval shall be construed as
creating any limitations on the power or authority of the Board to adopt such
other or additional incentive or other compensation arrangements of whatever
nature as the Board may deem necessary or desirable or preclude or limit the
continuation of any other plan, practice or arrangement for the payment of
compensation or fringe benefits to employees generally, or to any class or
group of employees, which the Company now has lawfully put into effect,
including, without limitation, any retirement, pension, savings and stock
purchase plan, insurance, death and disability benefits and executive
short-term incentive plans.


                              SECTION 18
                         REQUIREMENTS OF LAW

     18.1  Requirements of Law.  The issuance of stock and the payment of
cash pursuant to the Plan shall be subject to all applicable laws, rules and
regulations.
     18.2  Federal Securities Law Requirements.  If a Participant is an
officer or director of the Company within the meaning of Section 16 of the
1934 Act, Awards granted hereunder shall be subject to all conditions required
under Rule 16b-3, or any successor rule promulgated under the 1934 Act, to
qualify the Award for any exception from the provisions of Section 16(b) of
the 1934 Act available under that Rule.  Such conditions are hereby
incorporated herein by reference and shall be set forth in the agreement with
the Participant which describes the Award.

     18.3  Governing Law.  The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the State of
California.


                              SECTION 19
                         DURATION OF THE PLAN

     The Plan shall terminate at such time as may be determined by the Board
of Directors, and no Award shall be granted after such termination.  If not
sooner terminated under the preceding sentence, the Plan shall fully cease and
expire at midnight on December 31, 2010.  Awards outstanding at the time of
the Plan termination may continue to be exercised or earned in accordance with
their terms.
                            CERTIFICATION


     I, the undersigned, being the duly elected President of the Company, do
hereby certify that the foregoing Equity Incentive Plan was adopted by the
Board of Directors and by a majority of the outstanding shares of the Company
entitled to vote on December 28, 2000.



                              By:_______________________________________
                                   John W. Martin, President