Common use of Notice of Disqualifying Disposition of ISO Shares Clause in Contracts

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Flanders Corporation a North Carolina corporation By: _____________________________ Its: _____________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Dated: _______________ _____________________________________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Chief Financial Officer

Notice of Disqualifying Disposition of ISO Shares. If the this Option granted to Optionee herein is an ISO, and if Optionee Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date date of Grantgrant of this Option, or (2) the date one year after transfer of such Shares to the date Participant upon exercise of exercisethe ISO, the Optionee Participant shall immediately notify the Company in writing of such dispositiondisposition unless such disposition occurs through the Company's designated broker. Optionee Participant agrees that Optionee Participant may be subject to income tax withholding by the Company on the compensation income recognized by the OptioneeParticipant from the early disposition by payment in cash or out of the current earnings paid to the Participant. Flanders Corporation a North Carolina corporation By: _____________________________ Its: _____________________________ OPTIONEE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENTOPTION, NOR IN THE COMPANY'S LONG TERM INCENTIVE PLAN PLAN, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANYSTATUS AS A SERVICE PROVIDER, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS PARTICIPANT'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY PARTICIPANT'S STATUS AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee Participant acknowledges receipt of a copy of the Plan and certain information related thereto and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereofof the Plan. Optionee Participant has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Option, and fully understands all provisions of the relating to this Option. Optionee Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator Board upon any questions arising under the Plan or this Option. Dated: _______________ _____________________________________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Chief Financial Officer.

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Flanders Corporation a North Carolina corporation By: _____________________________ Its: _____________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, OR THE STOCK OPTION AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Stock Option Agreement and Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Dated: _______________ _____________________________________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx further agrees to notify the Company upon any change in the residence address indicated below. ------------------------------- PEREGRINE SYSTEMS, INC. Print Name of Optionee a Delaware corporation ------------------------------- ------------------------------ Signature of Optionee Xxxx XxxxxxxxxxX. Xxxx, President/CEO EXHIBIT A 1994 STOCK PLAN EXERCISE NOTICE Peregrine Systems, Inc. 00000 Xxxx Xxxxx Xxxxx Xxx Xxxxx, XX 00000 Attention: Chief Financial OfficerSecretary

Notice of Disqualifying Disposition of ISO Shares. If the ------------------------------------------------- Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Flanders Corporation a North Carolina corporation By: _____________________________ Its: _____________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS OR HER RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS OR HER EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Dated: _______________ EXHIBIT A 1995 AMENDED AND RESTATED STOCK PLAN EXERCISE NOTICE Synplicity, Inc. 000 Xxxxxxx Xxxxx Sunnyvale, CA 94086 1. Exercise of Option. Effective as of today, _______________________, 19____, the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase _______________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxxshares of the Common Stock (the "Shares") of Synplicity, XX 00000 Attention: Chief Financial OfficerInc. (the "Company") under and pursuant to the 1995 Amended and Restated Stock Option Plan, as amended (the "Plan") and the [ ] Incentive [ ] Nonstatutory Stock Option Agreement with Grant Date ____________________ (the "Option Agreement").

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after transfer of such Shares to the date Optionee upon exercise of exercisethe ISO, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee from the early disposition by payment in cash or out of the current earnings paid to the Optionee. Flanders Corporation a North Carolina corporation By: _____________________________ Its: _____________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENTOPTION, NOR IN THE COMPANY'S LONG TERM INCENTIVE 1990 STOCK PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and certain information related thereto and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereofof the Plan. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the relating, to this Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator Board upon any questions arising under the Plan or this Option. Dated: _______________ _____________________________________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Chief Financial Officer.

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after transfer of such Shares to the date Optionee upon exercise of exercisethe ISO, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the OptioneeOptionee from the early disposition. Flanders Corporation OPENVISION TECHNOLOGIES, INC. a North Carolina Delaware corporation By: _____________________________ ItsTitle: _____________________________ Chairman and C.E.O. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE ’S STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S ’S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and certain information related thereto and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator Board upon any questions arising under the Plan or this OptionPlan. Dated: _______________ _____________________________________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Open Vision Technologies, Inc. 7000 Xxxx XxxxxxxxxxXxxxxx Parkway Pleasanton, XX 00000 CA 94566 Attention: Chief Financial Officer:

Notice of Disqualifying Disposition of ISO Shares. If the Option ------------------------------------------------- granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Flanders Corporation a North Carolina corporation Law Office Information Systems, Inc. By: _____________________________ Its: _____________________________ -------------------------------- OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE 1996 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. thereof Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. Dated: _______________ _____________________________________ ------------------------------- --------------------------------- Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 AttentionResidence Address: Chief Financial Officer--------------------------------- ---------------------------------

Notice of Disqualifying Disposition of ISO Shares. If the Option ------------------------------------------------- granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Flanders USWeb Corporation a North Carolina corporation By: _____________________________ Its: _____________________________ ------------------------- OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY CONSUL TANCY OR EMPLOYMENT AT THE WILL OF BY THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE 1997 ACQUISITION STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. Dated: :_______________________ _____________________________________ Optionee Flanders Residence Address: CONSENT OF SPOUSE ----------------- The undersigned spouse of Optionee has read and hereby approves the terms and conditions of the Plan and this Option Agreement. In consideration of USWeb Corporation's granting his or her spouse the right to purchase Shares as set forth in the Plan and this Option Agreement, the under signed hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Option Agreement and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned's spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Option Agreement. Spouse of Optionee EXHIBIT A --------- USWEB CORPORATION 1997 ACQUISITION STOCK OPTION PLAN EXERCISE NOTICE USWeb Corporation 000 0000 Xxxxxxxx Xxxxxxx Xxxx XxxxxxxxxxXxxxx Xxxxx Xxxxx, XX 00000 Attention: Chief Financial OfficerSecretary

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the an ISO on or before the later of (1i) the date two years after the Date of Grantgrant date, or (2ii) the date one year after the date of exerciseexercise date, the Optionee shall immediately notify the Company in writing of such disposition. The Optionee agrees that Optionee he or she may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of the current earnings paid to the Optionee. Flanders Corporation a North Carolina corporation By: _____________________________ Its: _____________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIREDBy your signature and the signature of the Company's representative below, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereofAgreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the OptionPlan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising relating to the Plan and Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. Residence Address The undersigned spouse of Optionee has read and hereby approves the terms and conditions of the Plan and this Option Agreement. In consideration of the Company's granting his or her spouse the right to purchase Shares as set forth in the Plan and this Option Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the plan and this Option Agreement and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned's spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Option Agreement. Spouse of Optionee Tripos, Inc. 0000 Xxxxx Xxxxxx Xxxx St. Louis, MO 63144 Attention: Secretary 1. Exercise of Option. Dated: _______________ Effective as of today, ________________, the undersigned ("Purchaser") hereby elects to purchase __________ shares (the "Shares") of the Common Stock of Tripos, Inc. (the "Company") under and pursuant to the 1994 Director Option Plan (the "Plan") and the Stock Option Agreement dated ________________, (the "Option Agreement"). The purchase price for the Shares shall be $_____ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx________, XX 00000 Attention: Chief Financial Officeras required by the Option Agreement.

Notice of Disqualifying Disposition of ISO Shares. If the Option ------------------------------------------------- granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Flanders Corporation a North Carolina corporation Xxxxxxx.xxx, Inc. By: _____________________________ Its: _____________________________ ------------------------------- OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE 1996 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. thereof Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. Dated: -------------------------- --------------------------------- Optionee Residence Address: -------------------------------- -------------------------------- CONSENT OF SPOUSE ----------------- The undersigned spouse of Optionee has read and hereby approves the terms and conditions of the Plan and this Option Agreement. In consideration of the Company's granting his or her spouse the right to purchase Shares as set forth in the Plan and this Option Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Option Agreement and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned's spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Option Agreement. --------------------------------- Spouse of Optionee LAW OFFICE INFORMATION SYSTEMS, INC. 1996 STOCK OPTION PLAN NOTICE OF GRANT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice of Grant. Xxxxxxx X. Xxxxxxxx 000 Xxxxx 00/xx/ Xxxxxx Xxx Xxxxx, Xxxxxxxx 00000 You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 18 Date of Grant August __, 1999 Vesting Commencement Date August __, 1999 Exercise Price per Share $_____ Total Number of Shares Granted 100,000 Total Exercise Price $____________ Type of Option: X Incentive Stock Option ---------- Nonstatutory Stock Option ---------- Term/Expiration Date: August _____________________________________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention2009 Vesting Schedule: Chief Financial Officer---------------- This Option may be exercised, in whole or in part, in accordance with the following schedule: Twenty percent (20%) of the Shares subject to this Option shall vest upon the Vesting Commencement Date, and one forty-eighth (1/48th) of the Shares subject to the Option shall vest each month thereafter.

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Flanders Corporation a North Carolina corporation By: _____________________________ Its: _____________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, OR THE STOCK OPTION AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Stock Option Agreement and Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Dated: _______________ _____________________________________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx further agrees to notify the Company upon any change in the residence address indicated below. ------------------------------ PEREGRINE SYSTEMS, INC. Print Name of Optionee a Delaware corporation ------------------------------ ------------------------------ Signature of Optionee Xxxx XxxxxxxxxxX. Xxxx, President/CEO EXHIBIT A 1994 STOCK PLAN EXERCISE NOTICE Peregrine Systems, Inc. 00000 Xxxx Xxxxx Xxxxx Xxx Xxxxx, XX 00000 Attention: Chief Financial OfficerSecretary

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1i) the date two years after the Date of Grant, or (2ii) the date one year after transfer of such Shares to the date Optionee upon exercise of exercisethe ISO, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee from the early disposition by payment in cash or out of the current earnings paid to the Optionee. Flanders Corporation ACCUIMAGE DIAGNOSTICS CORP., a North Carolina Nevada corporation By: _____________________________ Its: __:___________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE 1998 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and certain information related thereto and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator Board upon any questions arising under the Plan or this OptionPlan. Dated: _________----------------- ---------------------------- [Optionee Signature] EXHIBIT A FORM OF INVESTMENT REPRESENTATION STATEMENT Investment Letter AccuImage Diagnostics Corp. ("Company") 000 Xxxxxx Xxxxx Xxxx., Xxx. 000 Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000 Re: Issuance of ______ _____________________________________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxxshares of Common Stock (the "Shares") pursuant to exercise of Stock Option Gentlemen: The letter is delivered to the Company in connection with the above referenced proposed issuance of the Company's Common Stock. In connection with such issuance, XX 00000 Attentionthe undersigned ("Investor") agrees with the Company as follows: 1. The Investor understands that: Chief Financial Officer(a) The offer and sale of the Shares by the Company to Investor has not been registered under the Securities Act of 1933 (the "Securities Act"), in reliance on an exemption from such registration available under the 1933 Act and rules adopted thereunder; (b) Investor must hold the Shares indefinitely unless they are subsequently registered under the Securities Act and qualified under applicable state securities laws, or unless an exemption from such registration and qualification is available; and (c) Apart from such legal restrictions on transfer, no public market is ever likely to develop for the Shares. 2. The Investor agrees that: (a) Investor will not attempt to transfer the Shares in violation of the above restrictions; (b) the Company may note such restrictions on transfer in its records and refuse to recognize any transfer which violates this agreement or for which the Company has not received an acceptable opinion of counsel stating that such transfer will not violate such restrictions; and (c) One or more legends indicating a lack of registration under the Shares Act and a lack of qualification under state securities laws will be imprinted on the Shares. One such legend shall read substantially as follows: THE SHARES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A REGISTRATION UNDER SAID ACT OR (ii) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY TO IT. 3. Investor hereby represents and warrants to the Company as follows: (a) Investor is acquiring the Shares for his or her own account, for investment, and not with a view to any sale or distribution of any interest therein; (b) The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor is able to bear the economic risks of such an investment; and (c) All statements made, and information furnished, by the Investor in this certificate and all other information furnished by the Investor to the Company, are true and complete, to the best of the Investor's knowledge. 4. The Investor agrees that the above representations and warranties are binding on the Investor's successors and assigns and are made for the benefit of the Company and any other persons who may become liable for violations of federal or state securities laws as a result of the falsity of any of the Investor's representations or warranties. The Investor agrees to indemnify, defend, and hold harmless such persons from any liability arising from the falsity of any of the Investor's representations or warranties or from the breach of any covenant of Investor contained herein.

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee Participant herein is an ISO, and if Optionee Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1a) the date two years after the Date of GrantGrant Date, or (2b) the date one year after the date of exercise, the Optionee shall Participant will immediately notify the Company in writing of such disposition. Optionee Participant agrees that Optionee Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant. Code Section 409A. Under Code Section 409A, an option that vests after December 31, 2004 that was granted with a per share exercise price that is determined by the Optionee. Flanders Corporation a North Carolina corporation By: _____________________________ Its: _____________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY U.S. Internal Revenue Service (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt the “IRS”) to be less than the fair market value of a copy Share on the date of grant (a “discounted option”) may be considered “deferred compensation.” An option that is a “discounted option” may result in (a) income recognition by Participant (if they are a U.S. taxpayer) prior to the exercise of the Plan and represents that he is familiar with the terms and provisions thereofoption, (b) an additional twenty percent (20%) tax, and hereby accepts (c) potential penalty and interest charges. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per share exercise price of this Option subject equals or exceeds the fair market value of a Share on the Date of Grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per share exercise price that was less than the fair market value of a Share on the Date of Grant, Participant will be solely responsible for Participant’s costs related to such a determination. The Board reserves the right, to the extent it deems necessary or advisable in its sole discretion, to unilaterally alter or modify this Award Agreement to ensure that all Options provided to Participants who are U.S. taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A of the terms and provisions thereof. Optionee has reviewed Code; provided, however, that the Plan and this Option in their entirety, has had an opportunity to obtain Company makes no representation that the advice of counsel prior to executing this Option and fully understands all provisions Options will be exempt from or comply with Section 409A of the Option. Optionee hereby agrees Code and makes no undertaking to accept as binding, conclusive and final all decisions or interpretations preclude Section 409A of the Administrator upon any questions arising under Code from applying to the Plan or this Option. Dated: _______________ _____________________________________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Chief Financial OfficerOptions.

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Flanders Corporation ARGONAUT TECHNOLOGIES, INC. a North Carolina Delaware corporation By: _____________________________ Its: _____________________________ ------------------------------------ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. Dated: ------------------- ----------------------------------- FIELD 1 Residence Address: ----------------------------------- ----------------------------------- ----------------------------------- Social Security No.: ----------------------------------- EXHIBIT A 1994 INCENTIVE STOCK PLAN EXERCISE NOTICE Argonaut Technologies, Inc. ------------------------- ------------------------- Attention: Elizxxxxx Xxxxxxxx 1. Exercise of Option. Effective as of today, ___________, 20____ ____________________________, the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase _________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxxshares of the Common Stock (the "Shares") of Argonaut Technologies, XX 00000 Attention: Chief Financial OfficerInc. (the "Company") under and pursuant to the 1995 Incentive Stock Plan, as amended (the "Plan") and the [ ] Incentive [ ] Nonstatutory Stock Option Agreement dated ________, 20 (the "Option Agreement").

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Flanders Corporation a North Carolina corporation By: _____________________________ Its: _____________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Dated: _______________ _____________________________________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Chief Financial OfficerOfficer .

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Flanders Corporation a North Carolina corporation DIVA SYSTEMS CORPORATION A DELAWARE CORPORATION By: _____________________________ Its--------------------------------------------- Title: _____________________________ ------------------------------------------ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY CONSUL TANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands under stands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Dated: _______________ ---------------------------------- Optionee EXHIBIT A 1995 STOCK PLAN EXERCISE NOTICE DIVA Systems Corporation 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 Attention: Chief Financial Officer 1. EXERCISE OF OPTION. Effective as of today, ___________________, the undersigned ("OPTIONEE") hereby elects to exercise Optionee's option to purchase _________ shares of the Common Stock (the "SHARES") of DIVA Systems Corporation (the "COMPANY") under and pursuant to the 1995 Stock Plan, as amended (the "PLAN") and the [ ] Incentive [ ] Nonstatutory Stock Option Agreement dated __________________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Chief Financial Officer(the "OPTION AGREEMENT").

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Flanders Corporation a North Carolina corporation By: _____________________________ Its: _____________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS OR HER RIGHT OR THE COMPANY'S ’S RIGHT TO TERMINATE HIS OR HER EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby accepts this Option subject to all of the terms and provisions herein. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Dated: _______________ _____________________________________ Optionee Flanders Corporation Synplicity, Inc. 000 Xxxxxxxx Xxxxxxx Xxxx XxxxxxxxxxXxxxx Sunnyvale, XX 00000 Attention: Chief Financial OfficerCA 94086

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, . the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Flanders Corporation EarthShell Container Corporation. a North Carolina Delaware corporation By: _____________________________ Its: _____________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Dated: :___________________________ _________________________________________ Optionee Flanders EXHIBIT A 1994 STOCK OPTION PLAN EXERCISE NOTICE EarthShell Container Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 __________________________________________ __________________________________________ Attention: Chief Financial Officer

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after transfer of such Shares to the date Optionee upon exercise of exercisethe ISO, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee from the early disposition by payment in cash or out of the current earnings paid to the Optionee. Flanders Corporation CADMOS DESIGN TECHNOLOGY, INC. a North Carolina California corporation By: _____________________________ Its: _____________________________ ----------------------------------------- Xxxxxxx X. Xxxxx President and Chief Executive Officer OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENTOPTION, NOR IN THE COMPANY'S LONG TERM INCENTIVE 2001 SUPPLEMENTAL STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and certain information related thereto and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereofof the Plan. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the relating to this Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator Board upon any questions arising under the Plan or this Option. Dated: _______________ _____________________________________ ----------------------------- ---------------------------------- Optionee Flanders Corporation EXHIBIT A EXERCISE NOTICE CadMOS Design Technology., Inc. 0000 Xxxxxxxxxx Xxxxx, Xxxxx #000 Xxxxxxxx Xxxxxxx Xxxx XxxxxxxxxxXxx Xxxx, XX 00000 Attention: Chief Financial OfficerSecretary

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the an ISO on or before the later of (1i) the date two years after the Date of Grantgrant date, or (2ii) the date one year after the date of exerciseexercise date, the Optionee shall immediately notify the Company in writing of such disposition. The Optionee agrees that Optionee he or she may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of the current earnings paid to the Optionee. Flanders Corporation a North Carolina corporation By: ______By your signature and the signature of the Company's representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. The undersigned spouse of Optionee has read and hereby approves the terms and conditions of the Plan and this Option Agreement. In consideration of the Company's granting his or her spouse the right to purchase Shares as set forth in the Plan and this Option Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the plan and this Option Agreement and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned's spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Option Agreement. _______________________ ItsSpouse of Optionee Tripos, Inc. 0000 Xxxxx Xxxxxx Xxxx St. Louis, MO 63144 Attention: Secretary 1. Exercise of Option. Effective as of today, ______________, the undersigned ("Purchaser") hereby elects to purchase __________ shares (the "Shares") of the Common Stock of Tripos, Inc. (the "Company") under and pursuant to the 1994 Stock Plan (the "Plan") and the Stock Option Agreement dated _______________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY , (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDERthe "Option Agreement"). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG TERM INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of The purchase price for the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Dated: Shares shall be $_______________ _____________________________________ Optionee Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Chief Financial Officeras required by the Option Agreement.

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. disposition Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee. Flanders Corporation FLANDERS CORPORATION a North Carolina corporation By: _____________________________ Its: _____________________________ By --------------------------- Its --------------------------- OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S LONG LONG-TERM INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY'S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. thereof Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. DatedDated --------------------------- ------------------------------- Optionee EXHIBIT A LONG-TERM INCENTIVE PLAN EXERCISE NOTICE Flanders Corporation 531 Flanders Filters Road Washingtox, XX 00000 Xxxxxxxxx: Xxxxx Xxxxxxxxx Xxxxxxx 1. EXERCISE OF OPTION. Effective as of today, ___________, 19____ ____________________________, the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase _________ Optionee shares of the Common Stock (the "Shares") of Flanders Corporation 000 Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxx(the "Company") under and pursuant to the Flanders Corporation Long-Term Incentive Plan (the "Plan") and the [ ] Incentive [ ] Nonstatutory Stock Option Agreement dated April 1, XX 00000 Attention: Chief Financial Officer1999 (the "Option Agreement").