As filed with the Securities and Exchange Commission on April 18, 2000 
Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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ROSS STORES, INC.
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(Exact name of registrant as specified in its charter)

Delaware                                            94-1390387
(State of Incorporation)                       (I.R.S. Employer Identification 
No.)

8333 Central Avenue, Newark, CA 94560
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(Address of principal executive offices) (Zip Code)

2000 Equity Incentive Plan
------------------------------------------------------
(Full title of the plan)

JOHN G. CALL
Senior Vice President, Chief Financial Officer & Corporate Secretary
ROSS STORES, INC.
8333 Central Avenue, Newark, CA 94560
(510) 505-4400
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(Name, address, including zip code, and telephone number, including area
code, of agent for service)

---------------------
Copies to:
Kathleen Loughnot
Ross Stores, Inc.
8333 Central Avenue
Newark, California 94560
(510) 505-4400
and
Stephen W. Fackler, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000

Approximate date of commencement of proposed sale to the public: As soon as
possible after this Registration Statement becomes effective.

1.

CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES TO                        OFFERING PRICE PER    AGGREGATE OFFERING PRICE
BE REGISTERED          AMOUNT TO BE          SHARE (1)                                        AMOUNT OF
REGISTERED                                                         REGISTRATION FEE

Common Stock par           4,000,000 shares        $23.34375                $93,375,000              $24,651
value $0.01
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(1)   Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee. The price is based upon the average
of the high and low prices for the Common Stock as reported on the
NASDAQ National Market System on April 12, 2000.

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2.

PART III

INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

ITEM 3.  INCORPORATION BY REFERENCE OF CONTENTS OF

The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:

1.       Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1999;

2.       Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended May 1, 1999;

3.       Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1999;

4.       Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 30, 1999;

5.       The description of the Registrant's Common Stock contained in
its Registration Statement on Form 8-B (No. 0-14678, effective
September 1, 1989), filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.
This Form 8-B registration statement was filed by the
Registrant as successor to Ross Stores, Inc., a California
corporation.

ITEM 4.  DESRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED AND EXPERT COUNSEL.

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Bylaws of the Registrant provide for the indemnification of the
Registrant's officers and directors against certain liabilities and expenses
relating to lawsuits and other proceedings in which they may become involved.
Section 145 of the Delaware General Corporations Law also provides for
indemnification of a corporation's directors and officers under certain
circumstances. Section 145 of the Delaware General Corporations Law and the
Bylaws of the Registrant contain provisions covering indemnification of
corporate directors and officers against certain liabilities and expenses
incurred as a result of proceedings involving such persons in their capacities
as directors and officers, including proceedings under the Securities Act of
1933, as amended (the "Securities Act") or the Exchange Act.

The Registrant provides indemnity insurance pursuant to which its
directors and officers are indemnified or insured under certain circumstances
against certain liabilities or losses, including liabilities under the
Securities Act. The Registrant has obtained stockholder approval to enter into
indemnity agreements with its respective directors and officers. Each agreement
provides for indemnification of the fines, settlements and other amounts
incurred by such director or officer. The indemnification agreements also
provide for the advance payment by the Company of expenses incurred in defending
any proceeding to which an officer executed an undertaking, acceptable to the
relevant board of directors, agreeing to repay all amounts advanced for defense
of the proceeding if it shall be ultimately determined that such director or
officer was not entitled to be indemnified in accordance with Section 145 of the
Delaware General Corporations Law.

The Registrant understands that the staff of the Commission is of the
opinion that statutory, charter and contractual provisions as are described
above have no effect on claims arising under the federal securities laws.

3.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER
------

5.1               Opinion of Cooley Godward LLP.

15                Letter re:  unaudited interim financial information

23.1              Consent of Deloitte & Touche LLP.

23.2              Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1              Power of Attorney.  Reference is made to page 5 of this Registration Statement.

99.1              2000 Equity Incentive Plan.

ITEM 9.  UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

4.

SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, State of California, on April 14, 2000.

ROSS STORES, INC.

By: /s/ Michael Balmuth
--------------------------------------
Michael Balmuth
Vice Chairman of the Board and Chief
Executive Officer
(Principal executive officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael Balmuth and John G. Call, and
each of them, his or her attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                                   TITLE                                        DATE
---------                                   -----                                        ----

/s/ Michael Balmuth
----------------------------------          Vice Chairman of the Board and Chief        April 14, 2000
Michael Balmuth                           Executive Officer (Principal Executive
Officer)
/s/ John G. Call
----------------------------------          Senior Vice President, Chief Financial      April 14, 2000
John G. Call                                Officer and Corporate Secretary
(Principal Financial and Accounting
Officer)
/s/ Norman A. Ferber
----------------------------------          Chairman of the Board                       April 14, 2000
Norman A. Ferber

/s/ Stuart G. Moldaw
----------------------------------          Chairman Emeritus and Director              April 14, 2000
Stuart G. Moldaw

5.

/s/ Lawrence M. Higby
----------------------------------          Director                                    April 14, 2000
Lawrence M. Higby

/s/ George P. Orban
----------------------------------          Director                                    April 14, 2000
George P. Orban

/s/ Philip Schlein
----------------------------------          Director                                    April 14, 2000
Philip Schlein

/s/ Donald H. Seiler
----------------------------------          Director                                    April 14, 2000
Donald H. Seiler

/s/ Donna L. Weaver
----------------------------------          Director                                    April 14, 2000
Donna L. Weaver

EXHIBIT INDEX

EXHIBIT
NUMBER                                    DESCRIPTION

5.1          Opinion of Cooley Godward LLP.

15           Letter re:  unaudited interim financial information

23.1         Consent of Deloitte & Touche LLP.

23.2         Consent of Cooley Godward LLP.  Reference is made to
Exhibit 5.1.

24.1         Power of Attorney.  Reference is made to page 5 of this
Registration Statement.

99.1         2000 Equity Incentive Plan

6.

EXHIBIT 5.1

April 14, 2000

Ross Stores, Inc.
8333 Central Avenue
Newark, California 94560

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by Ross Stores, Inc. (the "Company") of a Registration Statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 4,000,000 shares of the Company's
Common Stock, par value $0.01, (the "Shares") pursuant to its 2000 Equity
Incentive Plan (the "Plan").

In connection with this opinion, we have examined the Registration Statement, 
the Plan and related Prospectus, your Certificate of Incorporation and 
By-laws, as amended, and such other documents, records, certificates, 
memoranda and other instruments as we deem necessary to render the opinion 
expressed below. We have assumed the genuineness and authenticity of all 
documents submitted to us as originals, the conformity to originals of all 
documents submitted to us as copies thereof, and the due execution and 
delivery of all documents where due execution and delivery are a prerequisite 
to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion 
that the Shares, when sold and issued in accordance with the Plan, the 
Registration Statement and related Prospectus, will be validly issued, fully 
paid, and nonassessable (except for shares issued pursuant to deferred 
payment arrangements provided for in the Plan, which will be validly issued, 
fully paid and nonassessable upon satisfaction of such deferred payment).

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

COOLEY GODWARD LLP

By:    /s/ Stephen W. Fackler
--------------------------
Stephen W. Fackler

7.

EXHIBIT 15

April 14, 2000

Ross Stores, Inc.
Newark, California

We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Ross Stores, Inc. and subsidiaries for the periods ended May 1,
1999 and May 2, 1998, July 31, 1999 and August 1, 1998, and October 30, 1999 and
October 31, 1998, as indicated in our reports dated May 21, 1999, August 20,
1999 and November 19, 1999, respectively, because we did not perform an audit,
we expressed no opinion on that information.

We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended May 1, 1999, July 31, 1999
and October 30, 1999, are being incorporated by reference in this Registration
Statement of Ross Stores, Inc. on Form S-8.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
San Francisco, California

8.

EXHIBIT 23.1

Ross Stores, Inc.
Newark, California

We consent to the incorporation by reference in this Registration Statement of
Ross Stores, Inc. on Form S-8 of our report dated March 12, 1999, appearing in
the Annual Report on Form 10-K of Ross Stores, Inc. for the year ended January
30, 1999.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
San Francisco, California

April 14, 2000

9.

EXHIBIT 99.1

ROSS STORES, INC.

2000 EQUITY INCENTIVE PLAN

ADOPTED MARCH 16, 2000

1.       PURPOSES.

(a) ELIGIBLE STOCK AWARD RECIPIENTS. The persons eligible to receive
Stock Awards are the Employees, Directors and Consultants of the Company and its
Affiliates.

(b) AVAILABLE STOCK AWARDS. The purpose of the Plan is to provide a
means by which eligible recipients of Stock Awards may be given an opportunity
to benefit from increases in value of the Common Stock through the granting of
the following Stock Awards: (i) Nonstatutory Stock Options, (ii) restricted
stock bonus awards and (iii) rights to acquire restricted stock.

(c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain
the services of the group of persons eligible to receive Stock Awards, to secure
and retain the services of new members of this group and to provide incentives
for such persons to exert maximum efforts for the success of the Company and its
Affiliates.

2.       DEFINITIONS.

(a) "AFFILIATE" means any parent corporation or subsidiary corporation
of the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

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

(c) "CAUSE" means any of the following: (i) the Optionholder's theft,
dishonesty, or falsification of any Company or Affiliate documents or records;
(ii) the Optionholder's improper use or disclosure of the Company's or an
Affiliate's confidential or proprietary information; (iii) any action by the
Optionholder which has a detrimental effect on the Company's or an Affiliate's
reputation or business; (iv) the Optionholder's failure or inability to perform
any reasonable assigned duties after written notice from the Company or an
Affiliate of, and thirty (30) days to cure, such failure or inability; (v) any
material breach by the Optionholder of any employment or service agreement
between the Optionholder and the Company or an Affiliate, which breach is not
cured pursuant to the terms of such agreement; or (vi) the Optionholder's
conviction (including any plea of guilty or nolo contendere) of any criminal act
which impairs the Optionholder's ability to perform his or her duties with the
Company or an Affiliate.

(d) "CHANGE IN CONTROL" means the occurrence of any of the following:

(i) any "person" (as such term is used in Section 13(d) and
14(d) of the Exchange Act), other than (1) a trustee or other fiduciary
holding stock of the Company under an employee benefit plan of the Company or
an Affiliate or (2) a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportion as their
ownership of the stock of the Company, becomes the "beneficial owner" (as
defined in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of the stock of the Company representing more than fifty percent
(50%) of the total combined voting power of the Company's then-outstanding
voting stock; or

10.

(ii) an Ownership Change Event or series of related Ownership
Change Events (collectively, a "Transaction") wherein the stockholders of the
Company immediately before the Transaction do not retain immediately after the
Transaction direct or indirect beneficial ownership of more than fifty percent
(50%) of the total combined voting power of the outstanding voting stock of
the Company or, in the event of a sale of assets, of the corporation or
corporations to which the assets of the Company were transferred (the
"Transferee Corporation(s)");

(iii) a liquidation or dissolution of the Company.

For purposes of the preceding sentence, indirect beneficial ownership shall
include, without limitation, an interest resulting from ownership of the voting
stock of one or more corporations which, as a result of the Transaction, own the
Company or the Transferee Corporation(s), as the case may be, either directly or
through one or more subsidiary corporations. The Board shall have the right to
determine whether multiple Ownership Change Events are related, and its
determination shall be final, binding and conclusive.

(e) "CODE" means the Internal Revenue Code of 1986, as amended.

(f) "COMMITTEE" means a committee of one or more members of the Board
appointed by the Board in accordance with subsection 3(c).

(g) "COMMON STOCK" means the common stock of the Company.

(h) "COMPANY" means Ross Stores, Inc., a Delaware corporation.

(i) "CONSULTANT" means any person, including an advisor, (i) engaged by
the Company or an Affiliate to render consulting or advisory services and who is
compensated for such services. However, the term "Consultant" shall not include
either Directors who are not compensated by the Company for their services as
Directors or Directors who are merely paid a director's fee by the Company for
their services as Directors.

(j) "CONTINUOUS SERVICE" means that the Participant's service with the
Company or an Affiliate, whether as an Employee, Director or Consultant, is not
interrupted or terminated. The Participant's Continuous Service shall not be
deemed to have terminated merely because of a change in the capacity in which
the Participant renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Participant
renders such service, provided that there is no interruption or termination of
the Participant's Continuous Service. For example, a change in status from an
Employee of the Company to a Consultant of an Affiliate or a Director will not
constitute an interruption of Continuous Service. The Board or the chief
executive officer of the Company, in that party's sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or
any other personal leave.

(k) "COVERED EMPLOYEE" means the chief executive officer and the four
(4) other highest compensated officers of the Company for whom total
compensation is required to be reported to shareholders under the Exchange Act,
as determined for purposes of Section 162(m) of the Code.

(l) "DIRECTOR" means a member of the Board of Directors of the Company.

(m) "DISABILITY" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.

(n) "EMPLOYEE" means any person employed by the Company or an
Affiliate. Mere service as a Director or payment of a director's fee by the
Company or an Affiliate shall not be sufficient to constitute "employment" by
the Company or an Affiliate.

11.

(o) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

(p) "FAIR MARKET VALUE" means, as of any date, the value of the Common
Stock determined as follows:

(i) If the Common Stock is listed on any established stock
exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market,
the Fair Market Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid if no sales were reported) as quoted on
such exchange or market (or the exchange or market with the greatest volume of
trading in the Common Stock) on the date of grant, or if the date of grant is
not a market trading day, then the last market trading day prior to the date of
grant, as reported in THE WALL STREET JOURNAL or such other source as the Board
deems reliable.

(ii) In the absence of such markets for the Common Stock, the
Fair Market Value shall be determined in good faith by the Board.

(q) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or a subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or a subsidiary for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act ("Regulation S-K")), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

(r) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an "incentive stock option" within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.

(s) "OFFICER" means a person who possesses the authority of an
"officer" as that term is used in Rule 4460(i)(1)(A) of the Rules of the
National Association of Securities Dealers, Inc. For purposes of the Plan, a
person in the position of "Vice President" or higher shall be classified as an
"Officer" unless the Board or Committee expressly finds that such person does
not possess the authority of an "officer" as that term is used in Rule
4460(i)(1)(A) of the Rules of the National Association of Securities Dealers,
Inc.

(t) "OPTION" means a Nonstatutory Stock Option granted pursuant to the
Plan.

(u) "OPTION AGREEMENT" means a written agreement between the Company
and an Optionholder evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

(v) "OPTIONHOLDER" means a person to whom an Option is granted pursuant
to the Plan or, if applicable, such other person who holds an outstanding
Option.

(w) "OWNERSHIP CHANGE EVENT" means the occurrence of any of the
following with respect to the Company: (i) the direct or indirect sale or
exchange in a single or series of related transactions by the stockholders of
the Company of more than fifty percent (50%) of the voting stock of the Company;
(ii) a merger or consolidation in which the Company is a party; or (iii) the
sale, exchange, or transfer of all or substantially all of the assets of the
Company.

(x) "PARTICIPANT" means a person to whom a Stock Award is granted
pursuant to the Plan or, if applicable, such other person who holds an
outstanding Stock Award.

(y) "PLAN" means this Ross Stores, Inc. 2000 Equity Incentive Plan.

12.

(a) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor to Rule 16b-3, as in effect from time to time.

(aa)     "SECURITIES ACT" means the Securities Act of 1933, as amended.

(bb) "STOCK AWARD" means any right granted under the Plan, including an
Option, a stock purchase award and a restricted stock bonus award.

(cc) "STOCK AWARD AGREEMENT" means a written agreement between the
Company and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

3.       ADMINISTRATION.

(a) ADMINISTRATION BY BOARD. The Board shall administer the Plan unless
and until the Board delegates administration to a Committee, as provided in
subsection 3(c).

(b) POWERS OF BOARD. The Board shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

(i) To determine from time to time which of the persons
eligible under the Plan shall be granted Stock Awards; when and how each Stock
Award shall be granted; what type or combination of types of Stock Award shall
be granted; the provisions of each Stock Award granted (which need not be
identical), including the time or times when a person shall be permitted to
receive Common Stock pursuant to a Stock Award; and the number of shares of
Common Stock with respect to which a Stock Award shall be granted to each such
person.

(ii) To construe and interpret the Plan and Stock Awards
granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.

(iii) To amend the Plan or a Stock Award as provided in
Section 12.

(iv) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best interests of
the Company which are not in conflict with the provisions of the Plan.

(c) DELEGATION TO COMMITTEE.

(i) GENERAL. The Board may delegate administration of the Plan
to a Committee or Committees of one (1) or more members of the Board, and the
term "Committee" shall apply to any person or persons to whom such authority has
been delegated. If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate to a
subcommittee any of the administrative powers the Committee is authorized to
exercise (and references in this Plan to the Board shall thereafter be to the
Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. The Board may abolish the Committee at any time and revest in
the Board the administration of the Plan.

(ii) COMMITTEE COMPOSITION WHEN COMMON STOCK IS PUBLICLY
TRADED. At such time as the Common Stock is publicly traded, in the discretion
of the Board, a Committee may consist solely of two or more Outside Directors,
in accordance with Section 162(m) of the Code, and/or solely of two or more
Non-Employee Directors, in accordance with Rule 16b-3. Within the scope of such
authority, the Board or the Committee may (1) 

13.

delegate to a committee of one or more members of the Board who are not Outside
Directors the authority to grant Stock Awards to eligible persons who are either
(a) not then Covered Employees and are not expected to be Covered Employees at
the time of recognition of income resulting from such Stock Award or (b) not
persons with respect to whom the Company wishes to comply with Section 162(m) of
the Code and/or) (2) delegate to a committee of one or more members of the Board
who are not Non-Employee Directors the authority to grant Stock Awards to
eligible persons who are not then subject to Section 16 of the Exchange Act.

(d) EFFECT OF BOARD'S DECISION. All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.

4.       SHARES SUBJECT TO THE PLAN.

(a) SHARE RESERVE. Subject to the provisions of Section 11 relating to
adjustments upon changes in Common Stock, the Common Stock that may be issued
pursuant to Stock Awards shall not exceed in the aggregate four million
(4,000,000) shares of Common Stock.

(b) REVERSION OF SHARES TO THE SHARE RESERVE. If any Stock Award shall
for any reason expire or otherwise terminate, in whole or in part, without
having been exercised in full, the shares of Common Stock not acquired under
such Stock Award shall revert to and again become available for issuance under
the Plan.

(c) SOURCE OF SHARES. The shares of Common Stock subject to the Plan
may be unissued shares or reacquired shares, bought on the market or otherwise.

5.       ELIGIBILITY.

(a) ELIGIBILITY FOR SPECIFIC STOCK AWARDS. Stock Awards may be granted
to Employees, Directors and Consultants.

(b) RESTRICTIONS ON ELIGIBILITY. Notwithstanding the foregoing, the
aggregate number of shares issued pursuant to Stock Awards granted to Officers
and Directors cannot exceed forty percent (40%) of the number of shares reserved
for issuance under the Plan as determined at the time of each such issuance to
an Officer or Director, except that there shall be excluded from this
calculation shares issued to Officers not previously employed by the Company
pursuant to Stock Awards granted as an inducement essential to such individuals
entering into employment contracts with the Company.

(c) CONSULTANTS.

(i) A Consultant shall not be eligible for the grant of a
Stock Award if, at the time of grant, a Form S-8 Registration Statement under
the Securities Act ("Form S-8") is not available to register either the offer or
the sale of the Company's securities to such Consultant because of the nature of
the services that the Consultant is providing to the Company, or because the
Consultant is not a natural person, or as otherwise provided by the rules
governing the use of Form S-8, unless the Company determines both (i) that such
grant (A) shall be registered in another manner under the Securities Act (E.G.,
on a Form S-3 Registration Statement) or (B) does not require registration under
the Securities Act in order to comply with the requirements of the Securities
Act, if applicable, and (ii) that such grant complies with the securities laws
of all other relevant jurisdictions.

(ii) Form S-8 generally is available to consultants and
advisors only if (i) they are natural persons; (ii) they provide bona fide
services to the issuer, its parents, its majority-owned subsidiaries or
majority-owned subsidiaries of the issuer's parent; and (iii) the services are
not in connection with the offer or sale of securities in a capital-raising
transaction, and do not directly or indirectly promote or maintain a market for
the issuer's securities.

14.

6.       OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

(a) TERM. The term of an Option shall be the term determined by the
Board, either at the time of grant of the Option or as the Option may be amended
thereafter.

(b) EXERCISE PRICE OF A NONSTATUTORY STOCK OPTION. The exercise price
of each Nonstatutory Stock Option shall be not less than eighty-five percent
(85%) of the Fair Market Value of the Common Stock subject to the Option on the
date the Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock
Option may be granted with an exercise price lower than that set forth in the
preceding sentence if such Option is granted pursuant to an assumption or
substitution for another option in a manner satisfying the provisions of Section
424(a) of the Code.

(c) CONSIDERATION. The purchase price of Common Stock acquired pursuant
to an Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised or (ii) at
the discretion of the Board at the time of the grant of the Option (or
subsequently in the case of a Nonstatutory Stock Option) (1) by delivery to the
Company of other Common Stock, (2) according to a deferred payment or other
similar arrangement with the Optionholder or (3) in any other form of legal
consideration that may be acceptable to the Board. Unless otherwise specifically
provided in the Option, the purchase price of Common Stock acquired pursuant to
an Option that is paid by delivery to the Company of other Common Stock
acquired, directly or indirectly from the Company, shall be paid only by shares
of the Common Stock of the Company that have been held for more than six (6)
months (or such longer or shorter period of time required to avoid a charge to
earnings for financial accounting purposes). At any time that the Company is
incorporated in Delaware, payment of the Common Stock's "par value," as defined
in the Delaware General Corporation Law, shall not be made by deferred payment.

In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.

(d) TRANSFERABILITY OF A NONSTATUTORY STOCK OPTION. A Nonstatutory
Stock Option shall be transferable to the extent provided in the Option
Agreement. If the Nonstatutory Stock Option does not provide for
transferability, then the Nonstatutory Stock Option shall not be transferable
except by will or by the laws of descent and distribution and shall be
exercisable during the lifetime of the Optionholder only by the Optionholder.
Notwithstanding the foregoing, the Optionholder may, by delivering written
notice to the Company, in a form satisfactory to the Company, designate a third
party who, in the event of the death of the Optionholder, shall thereafter be
entitled to exercise the Option.

(e) VESTING GENERALLY. The total number of shares of Common Stock
subject to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The
provisions of this subsection 6(e) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option may
be exercised.

(f) TERMINATION OF CONTINUOUS SERVICE. In the event an Optionholder's
Continuous Service terminates for any reason other than upon the Optionholder's
death or Disability, the Optionholder may exercise his or her Option (to the
extent that the Optionholder was entitled to exercise such Option as of the date
of termination) but only within such period of time ending on the earlier of (i)
the date three (3) months following the termination of

15.

the Optionholder's Continuous Service (or such longer or shorter period
specified in the Option Agreement), or (ii) the expiration of the term of the
Option as set forth in the Option Agreement. If, after termination, the
Optionholder does not exercise his or her Option within the time specified in
the Option Agreement, the Option shall terminate.

(g) EXTENSION OF TERMINATION DATE. An Optionholder's Option Agreement
may also provide that if the exercise of the Option following the termination of
the Optionholder's Continuous Service (other than upon the Optionholder's death
or Disability) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under the
Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option set forth in the Option Agreement, or (ii)
the expiration of a period of three (3) months after the termination of the
Optionholder's Continuous Service during which the exercise of the Option would
not be in violation of such registration requirements.

(h) DISABILITY OF OPTIONHOLDER. In the event that an Optionholder's
Continuous Service terminates as a result of the Optionholder's Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination (or such longer or shorter period specified in
the Option Agreement) or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, after termination, the Optionholder does not
exercise his or her Option within the time specified herein, the Option shall
terminate.

(i) DEATH OF OPTIONHOLDER. In the event (i) an Optionholder's
Continuous Service terminates as a result of the Optionholder's death or (ii)
the Optionholder dies within the period (if any) specified in the Option
Agreement after the termination of the Optionholder's Continuous Service for a
reason other than death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date of death) by
the Optionholder's estate, by a person who acquired the right to exercise the
Option by bequest or inheritance or by a person designated to exercise the
Option upon the Optionholder's death pursuant to subsection 6(d), but only
within the period ending on the earlier of (1) the date twelve (12) months
following the date of death (or such longer or shorter period specified in the
Option Agreement) or (2) the expiration of the term of such Option as set forth
in the Option Agreement. If, after death, the Option is not exercised within the
time specified herein, the Option shall terminate.

(j) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionholder may elect at any time before the Optionholder's
Continuous Service terminates to exercise the Option as to any part or all of
the shares of Common Stock subject to the Option prior to the full vesting of
the Option. Any unvested shares of Common Stock so purchased may be subject to a
repurchase option in favor of the Company or to any other restriction the Board
determines to be appropriate. The Company will not exercise its repurchase
option until at least six (6) months (or such longer or shorter period of time
required to avoid a charge to earnings for financial accounting purposes) have
elapsed following exercise of the Option unless the Board otherwise specifically
provides in the Option.

(k) RE-LOAD OPTIONS.

(i) Without in any way limiting the authority of the Board to
make or not to make grants of Options hereunder, the Board shall have the
authority (but not an obligation) to include as part of any Option Agreement a
provision entitling the Optionholder to a further Option (a "Re-Load Option") in
the event the Optionholder exercises the Option evidenced by the Option
Agreement, in whole or in part, by surrendering other shares of Common Stock in
accordance with this Plan and the terms and conditions of the Option Agreement.
Unless otherwise specifically provided in the Option, the Optionholder shall not
surrender shares of Common Stock acquired, directly or indirectly from the
Company, unless such shares have been held for more than six (6) months (or such
longer or shorter period of time required to avoid a charge to earnings for
financial accounting purposes).

(ii) Any such Re-Load Option shall (1) provide for a number of
shares of Common Stock equal to the number of shares of Common Stock surrendered
as part or all of the exercise price of such Option; (2) have an expiration date
which is the same as the expiration date of the Option the exercise of which
gave rise to such

16.

Re-Load Option; and (3) have an exercise price which is equal to one hundred
percent (100%) of the Fair Market Value of the Common Stock subject to the
Re-Load Option on the date of exercise of the original Option. Notwithstanding
the foregoing, a Re-Load Option shall be subject to the same exercise price and
term provisions heretofore described for Options under the Plan.

(iii) There shall be no Re-Load Options on a Re-Load Option.
Any such Re-Load Option shall be subject to the availability of sufficient
shares of Common Stock under subsection 4(a) and shall be subject to such other
terms and conditions as the Board may determine which are not inconsistent with
the express provisions of the Plan regarding the terms of Options.

7.       PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.

(a) RESTRICTED STOCK BONUS AWARDS. Each restricted stock bonus
agreement shall be in such form and shall contain such terms and conditions as
the Board shall deem appropriate. The terms and conditions of restricted stock
bonus agreements may change from time to time, and the terms and conditions of
separate restricted stock bonus agreements need not be identical, but each
restricted stock bonus agreement shall include (through incorporation of
provisions hereof by reference in the agreement or otherwise) the substance of
each of the following provisions:

(i) CONSIDERATION. A restricted stock bonus award may be
awarded in consideration for past services actually rendered to the Company or
an Affiliate for its benefit.

(ii) VESTING. Shares of Common Stock awarded under the
restricted stock bonus agreement may, but need not, be subject to a share
repurchase option in favor of the Company in accordance with a vesting schedule
to be determined by the Board.

(iii) TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. In the
event a Participant's Continuous Service terminates, the Company may reacquire
any or all of the shares of Common Stock held by the Participant which have not
vested as of the date of termination under the terms of the restricted stock
bonus agreement.

(iv) TRANSFERABILITY. Rights to acquire shares of Common Stock
under the restricted stock bonus agreement shall be transferable by the
Participant only upon such terms and conditions as are set forth in the
restricted stock bonus agreement, as the Board shall determine in its
discretion, so long as Common Stock awarded under the restricted stock bonus
agreement remains subject to the terms of the restricted stock bonus agreement.

(b) STOCK PURCHASE AWARDS. Each stock purchase agreement shall be in
such form and shall contain such terms and conditions as the Board shall deem
appropriate. The terms and conditions of the stock purchase agreements may
change from time to time, and the terms and conditions of separate stock
purchase agreements need not be identical, but each stock purchase agreement
shall include (through incorporation of provisions hereof by reference in the
agreement or otherwise) the substance of each of the following provisions:

(i) PURCHASE PRICE. The purchase price under each stock
purchase agreement shall be such amount as the Board shall determine and
designate in such stock purchase agreement. The purchase price shall not be less
than eighty-five percent (85%) of the Common Stock's Fair Market Value on the
date such award is made or at the time the purchase is consummated.

(ii) CONSIDERATION. The purchase price of Common Stock
acquired pursuant to the stock purchase agreement shall be paid either: (i) in
cash at the time of purchase; (ii) at the discretion of the Board, according to
a deferred payment or other similar arrangement with the Participant; or (iii)
in any other form of legal consideration that may be acceptable to the Board in
its discretion; provided, however, that at any time that the Company is
incorporated in Delaware, then payment of the Common Stock's "par value," as
defined in the Delaware General Corporation Law, shall not be made by deferred
payment.

17.

(iii) VESTING. Shares of Common Stock acquired under the stock
purchase agreement may, but need not, be subject to a share repurchase option in
favor of the Company in accordance with a vesting schedule to be determined by
the Board.

(iv) TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. In the
event a Participant's Continuous Service terminates, the Company may repurchase
or otherwise reacquire any or all of the shares of Common Stock held by the
Participant which have not vested as of the date of termination under the terms
of the stock purchase agreement.

(v) TRANSFERABILITY. Rights to acquire shares of Common Stock
under the stock purchase agreement shall be transferable by the Participant only
upon such terms and conditions as are set forth in the stock purchase agreement,
as the Board shall determine in its discretion, so long as Common Stock awarded
under the stock purchase agreement remains subject to the terms of the stock
purchase agreement.

8.       COVENANTS OF THE COMPANY.

(a) AVAILABILITY OF SHARES. During the terms of the Stock Awards, the
Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Stock Awards.

(b) SECURITIES LAW COMPLIANCE. The Company shall seek to obtain from
each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Stock Awards and to issue and sell shares
of Common Stock upon exercise of the Stock Awards; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority which counsel for
the Company deems necessary for the lawful issuance and sale of Common Stock
under the Plan, the Company shall be relieved from any liability for failure to
issue and sell Common Stock upon exercise of such Stock Awards unless and until
such authority is obtained.

9.       USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of Common Stock pursuant to Stock Awards shall
constitute general funds of the Company.

10.      MISCELLANEOUS.

(a) ACCELERATION OF EXERCISABILITY AND VESTING. The Board shall have
the power to accelerate the time at which a Stock Award may first be exercised
or the time during which a Stock Award or any part thereof will vest in
accordance with the Plan, notwithstanding the provisions in the Stock Award
stating the time at which it may first be exercised or the time during which it
will vest.

(b) SHAREHOLDER RIGHTS. No Participant shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of
Common Stock subject to such Stock Award unless and until such Participant has
satisfied all requirements for exercise of the Stock Award pursuant to its
terms.

(c) NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or any
instrument executed or Stock Award granted pursuant thereto shall confer upon
any Participant any right to continue to serve the Company or an Affiliate in
the capacity in effect at the time the Stock Award was granted or shall affect
the right of the Company or an Affiliate to terminate (i) the employment of an
Employee with or without notice and with or without cause, (ii) the service of a
Consultant pursuant to the terms of such Consultant's agreement with the Company
or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the
Company or an Affiliate, and any applicable provisions of the corporate law of
the state in which the Company or the Affiliate is incorporated, as the case may
be.

18.

(d) INVESTMENT ASSURANCES. The Company may require a Participant, as a
condition of exercising or acquiring Common Stock under any Stock Award, (i) to
give written assurances satisfactory to the Company as to the Participant's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to
give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Stock Award for the Participant's own
account and not with any present intention of selling or otherwise distributing
the Common Stock. The foregoing requirements, and any assurances given pursuant
to such requirements, shall be inoperative if (1) the issuance of the shares of
Common Stock upon the exercise or acquisition of Common Stock under the Stock
Award has been registered under a then currently effective registration
statement under the Securities Act or (2) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the Common Stock.

(e) WITHHOLDING OBLIGATIONS. To the extent provided by the terms of a
Stock Award Agreement, the Participant may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of Common
Stock under a Stock Award by any of the following means (in addition to the
Company's right to withhold from any compensation paid to the Participant by the
Company) or by a combination of such means: (i) tendering a cash payment; (ii)
authorizing the Company to withhold shares of Common Stock from the shares of
Common Stock otherwise issuable to the Participant as a result of the exercise
or acquisition of Common Stock under the Stock Award, provided, however, that no
shares of Common Stock are withheld with a value exceeding the minimum amount of
tax required to be withheld by law; or (iii) delivering to the Company owned and
unencumbered shares of Common Stock.

11.      ADJUSTMENTS UPON CHANGES IN STOCK.

(a) CAPITALIZATION ADJUSTMENTS. If any change is made in the Common
Stock subject to the Plan, or subject to any Stock Award, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject to the Plan
pursuant to subsection 4(a), and the outstanding Stock Awards will be
appropriately adjusted in the class(es) and number of securities and price per
share of Common Stock subject to such outstanding Stock Awards. The Board shall
make such adjustments, and its determination shall be final, binding and
conclusive. (The conversion of any convertible securities of the Company shall
not be treated as a transaction "without receipt of consideration" by the
Company.)

(b) EFFECT OF CHANGE IN CONTROL. Except as otherwise provided by the
Board in the grant of any Stock Award and set forth in the Stock Award Agreement
evidencing such Stock Award, in the event of a Change in Control, the Board, in
its discretion, shall either (a) arrange for the surviving, continuing,
successor, or purchasing corporation or parent corporation thereof, as the case
may be (the "Acquiring Corporation"), to either assume the Company's rights and
obligations under outstanding Stock Awards or substitute for outstanding Stock
Awards substantially equivalent stock awards for the Acquiring Corporation's
stock, or (b) provide that any unexercisable or unvested portion of such
outstanding Stock Awards and any shares acquired upon the exercise thereof held
by a Participant whose Continuos Service has not terminated prior to such date
shall be immediately exercisable and vested in full as of the date ten (10) days
prior to the Change in Control. Furthermore, the Board may, in its discretion,
provide in any Stock Award Agreement or employment or other agreement between
the Participant and a the Company or an Affiliate that if the Participant's
Continuous Service ceases as a result of a Change in Control then the
exercisability and vesting of any Stock Award held by such Participant and any
shares acquired upon the 

19.

exercise thereof shall be accelerated effective as of the date on which the
Participant's Continuous Service terminated to such extent, if any, as shall
have been determined by the Board, in its discretion, and set forth in such
agreement. The exercise or vesting of any Stock Award and any shares of Common
Stock acquired upon the exercise thereof that was permissible solely by reason
of this Section 11(b) shall be conditioned upon the consummation of the Change
in Control. Any Stock Awards which are neither assumed or substituted for by the
Acquiring Corporation in connection with the Change in Control nor exercised as
of the date of the Change in Control shall terminate and cease to be outstanding
effective as of the date of the Change in Control.

12.      AMENDMENT OF THE PLAN AND STOCK AWARDS.

(a) AMENDMENT OF PLAN. The Board at any time, and from time to time,
may amend the Plan.

(b) SHAREHOLDER APPROVAL. The Board may, in its sole discretion, submit
any amendment to the Plan for shareholder approval, including, but not limited
to, amendments to the Plan intended to satisfy the requirements of Section 422
of the Code, Rule 16b-3, any Nasdaq or securities exchange listing requirements
or Section 162(m) of the Code and the regulations thereunder regarding the
exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to certain executive officers.

(c) CONTEMPLATED AMENDMENTS. It is expressly contemplated that the
Board may amend the Plan in any respect the Board deems necessary or advisable
to provide eligible Employees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations promulgated
thereunder and/or to bring the Plan and/or Options into compliance therewith.

(d) NO IMPAIRMENT OF RIGHTS. Rights under any Stock Award granted
before amendment of the Plan shall not be impaired by any amendment of the Plan
unless (i) the Company requests the consent of the Participant and (ii) the
Participant consents in writing.

(e) AMENDMENT OF STOCK AWARDS. The Board at any time, and from time to
time, may amend the terms of any one or more Stock Awards; provided, however,
that the rights under any Stock Award shall not be impaired by any such
amendment unless (i) the Company requests the consent of the Participant and
(ii) the Participant consents in writing.

13.      TERMINATION OR SUSPENSION OF THE PLAN.

(a) PLAN TERM. The Board may suspend or terminate the Plan at any time.
No Stock Awards may be granted under the Plan while the Plan is suspended or
after it is terminated.

(b) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan
shall not impair rights and obligations under any Stock Award granted while the
Plan is in effect except with the written consent of the Participant.

14.      EFFECTIVE DATE OF PLAN.

The Plan shall become effective as determined by the Board.

15.      CHOICE OF LAW.

The law of the State of California shall govern all questions
concerning the construction, validity and interpretation of this Plan, without
regard to such state's conflict of laws rules.

20.