EXHIBIT 99.5



                      TRANSCENDENT DESIGN TECHNOLOGY, INC.
                                STOCK OPTION PLAN


        1. PURPOSE

           The purposes of the Transcendent Design Technology, Inc. Stock Option
Plan are to assist Transcendent Design Technology, Inc. in attracting,
motivating and retaining key employees, directors and consultants, and to
provide incentives that will further its development and success and will unify
the interests of key employees, directors, consultants and shareholders through
increased employee and director stock ownership.

        2. DEFINITIONS

           For purposes of this Plan.

           "BOARD" means the Board of Directors of the Company.

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

           "COMMITTEE" means the Stock Option Committee appointed pursuant to
           Section 13 of this Plan.

           "COMPANY" means Transcendent Design Technology, Inc., a Delaware
           corporation.

           "CONSULTANT" means any person who is performing services for the
           Company as an independent contractor.

           "DIRECTOR" means any person who is a member of the Board.

           "EMPLOYEE" means any person who is an employee of the Company or of
           any Parent Corporation or Subsidiary Corporation.

           "INCENTIVE STOCK OPTION" means an option that is designated by the
           Committee as an "incentive stock option" within the meaning of Code
           Section 422.

           "NONSTATUTORY OPTION" means an Option that is designated by the
           Committee as such or that is not designated by the Committee as an
           Incentive Stock Option.

           "OPTION" means an option granted under this Plan to purchase shares
           of Stock. An "Option" may be either an Incentive Stock Option or a
           Nonstatutory Option.

           "PARENT CORPORATION" shall have the meaning set forth in Code Section
           424(e).




           "PARTICIPANT" means a person to whom an option is granted under this
           Plan.

           "PERMANENT DISABILITY" means permanent and total disability within
           the meaning of Code Section 22(e)(3), which reads, in pertinent part,
           as follows:

                  An individual is permanently and totally disabled if he is
                  unable to engage in any substantial gainful activity by reason
                  of any medically determinable physical or mental impairment
                  which can be expected to result in death or which has lasted
                  or can be expected to last for a continuous period of not less
                  than 12 months.

           "PLAN" means this Transcendent Design Technology, Inc. Stock Option
           Plan.

           "RETIREMENT" means normal retirement of an Employee under policies
           established by his or her employer.

           "STOCK" means the Non-Voting Common Stock of the Company. Unless the
           context expressly indicates otherwise, "shares" means shares of
           Stock.

           "SUBSIDIARY CORPORATION" shall have the meaning set forth in Code
           Section 424(f).

           "TEN PERCENT SHAREHOLDER" means an Employee who on the date of grant
           of the Option owns (within the meaning of Code Section 424(d)) more
           than 10% of the total combined voting power of all classes of stock
           of the Company, any Subsidiary Corporation or any Parent Corporation.

        3. SHARES SUBJECT TO PLAN

           Options may be granted under this Plan to acquire an aggregate of up
to 2,000,000 shares of Stock, subject to adjustment as provided in Section 7 of
this Plan. If Options terminate, expire or are canceled without having been
fully exercised, the number of shares subject to such Options (but only to the
extent not exercised prior to termination, expiration or cancellation) may again
be subject to Options granted under this Plan.

        4. ELIGIBILITY

           Any key Employee, any key Consultant and any Director shall be
eligible to become a Participant and to acquire an Option to purchase Stock.
Additional Options may be granted to a Participant while such Participant
continues as an Employee, Consultant or Director. The Committee may exclude
otherwise eligible persons.

        5. GRANT OF OPTIONS

           The Committee shall, from time to time and in its absolute
discretion, determine which Employees are key Employees, which Consultants are
key Consultants and which eligible persons shall become Participants. Either
Incentive Stock Options or Nonstatutory Options, as




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determined by the Committee in its absolute discretion, may be granted to
Employees, and only Nonstatutory Options may be granted to Directors who are not
Employees and to Consultants. The Committee also shall determine the number of
shares of Stock to be subject to each option and the price, terms and
conditions, consistent with this Plan, of each Option.

           Without limiting the generality of the preceding paragraph, the
Committee may, in its discretion and on such terms as it deems appropriate,
require as a condition to the grant of an Option to a Employee, Consultant or
Director, that the Employee, Consultant or Director surrender for cancellation
some or all of any unexercised options which have been previously granted to the
Employee, Consultant or Director. An Option, the grant of which is conditioned
upon such surrender, may have an option price lower or higher than the option
price of the surrendered Option, may cover the same, or a lesser or greater,
number of shares as the surrendered option, may contain such other terms as the
Committee deems appropriate and shall be exercisable in accordance with its
terms, without regard to the number of shares, price, option period or any other
term or condition of the surrendered Option.

           Notwithstanding any other provision of this Plan, the aggregate fair
market value (determined as of the dates of their respective grants) of shares
as to which incentive stock options (within the meaning of Code Section 422(b))
granted or assumed by the Company, any Parent Corporation and any Subsidiary
Corporation first become exercisable by a Participant in any calendar year shall
not exceed $100,000. The excess, if any, shall be treated as Nonstatutory
Options.

        6. OPTION TERMS

           Each Option shall be evidenced by a written Stock Option Agreement in
a form approved by the Committee. Each Stock Option Agreement shall be executed
by the Company and by the Participant receiving the option. Each Option shall be
subject to the following terms and conditions and to such other terms and
conditions as the Committee may deem appropriate:

           6.1 TYPE OF OPTION; NUMBER OF SHARES

           Each Stock Option Agreement shall indicate whether the Option is an
Incentive Stock Option or a Nonstatutory option and shall specify the number of
shares of Stock subject to the Option.

           6.2 OPTION PRICE

           The price of the shares subject to each Option shall be determined by
the Committee and shall be set forth in the Stock Option Agreement, provided
that the price per share shall not be less than the fair market value of such
share on the day the Option is granted; and provided further that, in the case
of an Incentive Stock Option granted to a Ten Percent Shareholder, the price per
share shall not be less than 110% of the fair market value of such share at the
time such option is granted.

           For purposes of this Plan, the fair market value of a share on a
given date shall be: (a) if the Stock is traded on one or more securities
exchanges, the mean between the high and low sale price of a share on such date
on the principal exchange on which the shares are traded




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or, if no shares were traded on such date, then the next preceding trading day
(not more than ten) on which trading occurred; or (b) if the Stock is not traded
on a securities exchange but is quoted on NASDAQ or a successor interdealer
quotation system, the mean between the high and low sale price (if a National
Market System security) or the mean between the representative bid and asked
prices (in all other cases) on such date as reported by NASDAQ or such successor
quotation system or, if no shares were traded or quoted on such date, then the
next preceding day (not more than ten) on which trading or such quotations
occurred; or (c) if the Stock is otherwise traded in the over-the-counter
market, the mean between the high and low bid quotations on such date; or, if
there are no bid quotations on such date, then the next preceding trading day
(not more than ten) on which such quotations occurred; or (d) if the Stock is
not publicly traded on a securities exchange or traded or quoted in the
over-the-counter market or, if traded or quoted, there are no transactions or
quotations within the last ten trading days or trading has been halted for
extraordinary reasons, the fair market value shall be determined in good faith
by the Committee with reference to the rules and principles of valuation set
forth in Section 20.2031-2 of the Treasury Regulations (concerning the valuation
of stocks and bonds for purposes of Code Section 2031).

           6.3 PERIOD OF EXERCISE

           No Option shall be exercisable in whole or in part after ten years
from the date of grant. Notwithstanding the foregoing, no Incentive Stock Option
granted to a Ten Percent Shareholder may be exercisable after five years from
the date such Option is granted. Subject to the foregoing limitations and
Sections 6.5 and 8 of this Plan, Options shall become exercisable at such times
and in such installments (which may be cumulative) as the Committee shall
provide in each Stock Option Agreement.

           The Committee may in its absolute discretion, and on such terms and
conditions as it considers appropriate, accelerate the times at which an Option
may be exercised in whole or in part.

           6.4 MANNER AND CONDITIONS OF EXERCISE

           To exercise an Option or any portion thereof, the Participant or
other person then entitled to exercise such Option or portion thereof shall
deliver to the Secretary of the Company a notice in writing signed by the
Participant or such other person stating that such Option or portion is
exercised, specifying the number of shares to be acquired upon exercise and
complying with all applicable rules established by the Committee, together with
the following:

               (a) Full payment (in cash or bank cashiers' check) for the shares
           with respect to which such option or portion is being exercised; or

               (b) With the consent of the Committee, shares of Stock owned by
           the Participant, duly endorsed for transfer to the Company, with a
           fair market value (as determinable under Section 6.2 of this Plan) on
           the date of exercise equal to the aggregate purchase price of the
           shares with respect to which such option or portion is being
           exercised; or




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               (c) With the consent of the Committee, a full recourse promissory
           note in a form, bearing interest (at a rate at least equal to the
           minimum rate necessary to avoid imputed interest under the Code) and
           payable upon such terms as may be prescribed by the Committee; or

               (d) Any combination of the consideration provided in the
           foregoing subsections (a), (b) and (c).

No such exercise shall be effective unless and until a proper notice and payment
have been delivered as provided above. No fractional shares shall be issued
under this Plan.

           In the event that an Option or portion thereof shall be exercised
pursuant to Sections 6.5 or 6.6 of this Plan by any person or persons other than
the Participant, appropriate proof of the right of such person or persons to
exercise the Option or portion thereof shall be delivered to the Company.

           The Committee may require, as a condition to the exercise of an
option, such representations and covenants as it, in its absolute discretion,
deems necessary to effect compliance with the Securities Act of 1933, as
amended, any state securities laws or rules and regulations thereunder. The
Committee may also require, as a condition to the exercise of an Option, that
the Participant execute and deliver a buy-sell agreement or other agreement
restricting transfer of shares issued on exercise of an Option and providing the
Company with an option to purchase such shares in certain circumstances, in such
form as the Committee shall determine in its discretion.

           The Participant, as a condition to exercising an option, shall also
make any arrangements determined by the Committee to be necessary or appropriate
to satisfy any federal and state withholding tax obligation resulting from the
exercise of an Option, from a disposition described in Section 9 of this Plan or
from the termination or partial termination of any restriction applicable to any
share acquired on exercise of an Option, including the retention of shares by
the Company or the delivery of shares to the Company equal in amount to all or a
portion of the withholding tax obligation pursuant to such arrangements as may
be established by the Committee. Any shares retained by or delivered to the
Company under this Section shall be valued at the date of exercise in the same
manner as provided under Section 6.2 of this Plan.

           To insure that such exercise and any resales are made in compliance
with the Securities Act of 1933, as amended, and the Certificate of
Incorporation and Bylaws of the Company, the Company may imprint an appropriate
legend on certificates representing shares acquired on the exercise of an option
and issue appropriate stop-transfer orders to its transfer agents. Any stock
certificate evidencing shares of Stock issued pursuant to the exercise of an
option shall bear such other legends as the Committee, in the exercise of its
absolute discretion, shall require.

           6.5 CESSATION OF EMPLOYMENT OR SERVICE AS DIRECTOR OR CONSULTANT

           If a Participant who is an Employee or a Consultant but is not a
Director ceases to be an Employee or a Consultant other than by reason of
Retirement, death or Permanent




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Disability, the Participant shall be permitted to exercise his or her Option, to
the extent it was exercisable at the date of cessation, until 60 days after such
date, but in no event after its stated expiration date.

           If a Participant who is a Director but not an Employee ceases to be a
Director, other than by reason of death, the Participant shall be permitted to
exercise his or her Option, to the extent it was exercisable at the date of
cessation, until 60 days after such date, but in no event after its stated
expiration date.

           If a Participant who is an Employee or a Consultant but not a
Director ceases to be an Employee or a Consultant because of Retirement, the
Participant shall be permitted to exercise his or her option, to the extent it
was exercisable at the date of Retirement, until three months after such date,
but in no event beyond its stated expiration date.

           If a Participant who is an Employee or a Consultant but not a
Director ceases to be an Employee or a Consultant because of Permanent
Disability, the Participant shall be permitted to exercise his or her option, to
the extent it was exercisable at the date of cessation of employment, until one
year after the date he or she ceases to be an Employee, but in no event after
its stated expiration date.

           If a Participant dies while an Employee, a Consultant or a Director
or within three months after (i) ceasing to be an Employee because of Retirement
or Permanent Disability, or (ii) ceasing to be a Consultant because of Permanent
Disability, his or her option may be exercised by the Participant's estate or
any person who acquired the right to exercise the Option by Will or the laws of
descent and distribution, to the extent it was exercisable at the date of
cessation of employment or cessation of service as a Consultant, until one year
after the date of death, but in no event after its stated expiration date.

           If a Participant who is both an Employee and a Director ceases to be
an Employee but remains a Director, or ceases to be a Director but remains an
Employee, then all of the Participant's Nonstatutory Options shall remain in
effect and, if the Participant ceases to be an Employee, all of the
Participant's Incentive Stock Options shall become Nonstatutory Options 30 days
after the date of cessation.

           Transfers of employment between the Company and any Subsidiary
Corporation or between Subsidiary Corporations shall not be deemed cessation of
employment for purposes of any Option granted hereunder.

           6.6 NONTRANSFERABILITY

           During the lifetime of a Participant, his or her option shall be
exercisable only by the Participant and no Option shall be transferable other
than by Will or the laws of descent and distribution. No interest of any
Participant under this Plan or in any Option shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or equitable process.




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         7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION

            In the event of any change in the Stock by reason of any stock
dividend, recapitalization, split-up, combination or exchange of shares, or by
reason of any similar change affecting the Stock (but not the issuance of
additional shares, securities convertible into shares or options or rights to
acquire shares of Stock or the Company's repurchase of shares), the number and
class of shares which thereafter may be acquired on exercise of Options under
this Plan and the number and class of shares subject to outstanding Options and
the exercise price of each such share shall be appropriately adjusted consistent
with such change in such manner as the Committee may deem equitable to prevent
substantial dilution or enlargement of the rights granted to, or available for,
Participants. Any such adjustment shall be final and binding on each
Participant.

         8. MERGER, CONSOLIDATION, ETC.

            In its absolute discretion, and on such terms and conditions as it
deems appropriate, the Committee may provide by the terms of any Option that
such Option cannot be exercised after the merger or consolidation of the Company
with or into another corporation, the acquisition by another corporation or
person of all or substantially all of the Company's assets or the liquidation or
dissolution of the Company; and if the Committee so provides, it may, in its
absolute discretion and on such terms and conditions as it deems appropriate,
also provide, either by the terms of such Option or by a resolution adopted
prior to the occurrence of such merger, consolidation, acquisition, liquidation
or dissolution, that, for some period of time prior to such event, such Option
shall become exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in Section 6.3 of this Plan or any installment
provisions of such option.

         9. DISQUALIFYING DISPOSITIONS

            If a Participant makes a "disposition" (within the meaning of Code
Section 424(c)) of any shares issued upon exercise of an Incentive Stock Option
within two years after the date the Incentive Stock Option is granted or within
one year after shares are issued to the Participant pursuant to the exercise of
the Incentive Stock Option, the Participant shall notify the Committee in
writing of such disposition within 20 days thereafter.

        10. NO RIGHTS AS A SHAREHOLDER

            No Participant shall have any rights or privileges as a shareholder
with respect to any shares subject to Options prior to the date of issuance to
him or her of a certificate for such shares.

        11. NO RIGHT TO CONTINUED RELATIONSHIP

            Neither this Plan nor any Option granted under this Plan shall
confer upon any Participant or any other person any right to continued
employment, engagement or directorship by or with the Company or any Parent
Corporation or Subsidiary Corporation, nor shall it interfere in any way with
the right of his or her employer or its shareholders to terminate his or her
employment, engagement or directorship at any time for any reason whatsoever,
with or without cause.




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        12. COMPLIANCE WITH LAWS AND REGULATIONS

            This Plan, the grant and exercise of Options under this Plan and the
obligation of the Company to sell and deliver shares under Options shall be
subject to all applicable federal and state laws, rules and regulations and to
any approvals by any government or regulatory agency as may be required. The
Company shall not be required to issue or deliver any certificate for shares of
Stock either (a) prior to (i) the listing of such shares on any stock exchange
on which the Stock may then be listed or inclusion on any interdealer quotation
system on which the Stock may be quoted, and (ii) the completion of any
registration or qualification of such shares which is required under any federal
or state law, or any ruling or regulation of any government body, and which the
Company shall, in its sole discretion, determine to be necessary or advisable,
or (b) until exemptions from such registration and qualification requirements
are established to the reasonable satisfaction of the Company and its counsel.

        13. ADMINISTRATION

            The Board shall appoint a Stock Option Committee consisting of at
least one Director to administer this Plan. The Committee member(s) shall serve
at the pleasure of the Board. If the Board does not appoint a Committee, the
Board shall administer this Plan and shall have the powers and duties granted to
the Committee in this Plan.

            If Stock is registered under Section 12 of the Securities Exchange
Act of 1934, as amended, no Director shall be appointed to, or shall serve on,
the Committee unless he or she shall be a "disinterested person" within the
meaning of Rule 16b-3 under such Act as presently in effect or hereafter
amended. No Options may be granted to a Committee member during his or her
tenure on the Committee.

            The Committee shall administer this Plan in accordance with its
provisions and shall have full authority to interpret this Plan, prescribe,
amend and rescind any rules and regulations necessary or appropriate for the
administration of this Plan and make such other determinations and take such
other action as it deems necessary or advisable, except as otherwise expressly
reserved to the Board in this Plan. Without limiting the generality of the
preceding sentence, the Committee may, in its discretion, determine that for
Option purposes a Participant remains an Employee during all or any portion of a
leave of absence approved by the Company. Any interpretation, determination, or
other action made or taken by the Committee shall be final and binding upon all
Participants.

            No member of the Committee and no officer of the Company shall be
personally liable for any action, determination or interpretation made in good
faith with respect to this Plan or any option, and all such persons shall be
fully indemnified and protected by the Company, to the full extent that the
Company is permitted to provide such indemnification and protection, in respect
to any such action, determination or interpretation.

        14. EFFECTIVE DATE

            This Plan shall be effective as of the date of adoption by the
Board.




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        15. APPROVAL BY SHAREHOLDERS

            This Plan will be submitted for the approval by holders of a
majority of the shares of stock voting thereon within twelve months after the
Board's adoption of this Plan. Options may be granted prior to such shareholder
approval, provided that such options shall not be exercisable prior to the time
when the Plan is approved by shareholders and, if such approval is not obtained
by the end of the twelve-month period, all Options previously granted shall
thereupon be canceled and this Plan shall terminate.

        16. AMENDMENT AND DISCONTINUANCE

            The Board may from time to time amend, suspend or discontinue this
Plan; provided that, without approval of the holders of a majority of the shares
of stock voting thereon, no action of the Board shall (a) increase the number of
shares reserved for Options pursuant to Section 3 of this Plan, (b) permit the
grant of any Option at a price less than that determined in accordance with
Section 6.2 of this Plan, or (c) permit the grant of Options which expire beyond
the periods provided for in Section 6.3 of this Plan. Without the written
consent of a Participant, no such amendment, suspension or discontinuance of
this Plan shall alter or impair any option previously granted to such
Participant pursuant to this Plan.

        17. TERM

            Unless terminated earlier pursuant to Section 15 of this Plan, this
Plan shall expire on, and no further Options shall be granted pursuant to this
Plan on or after, ten years after the date of adoption of this Plan by the
Board.




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